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): May 8, 2018
Albertsons Companies, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
333-218138
|
|
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 offices)
|
|
(Zip Code)
|
(208)
395-6200
(Registrants telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
☒
|
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))
|
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
if the Securities 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 1.01 Entry into a Material Definitive Agreement
Amendment to Commitment Letter
On
May 8, 2018, Albertsons Companies, Inc. (the Company) entered into a second amended and restated debt commitment letter (the Commitment Letter) with Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Credit Suisse AG, Credit Suisse Loan Funding LLC, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Barclays Bank PLC,
Royal Bank of Canada, Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, PNC Bank, National Association, PNC Capital Markets LLC, Suntrust Robinson Humphrey, Inc., SunTrust Bank, U.S. Bank National Association, The Bank of
Tokyo-Mitsubishi UFJ, Ltd. (and its affiliates), Bank of Montreal, Fifth Third Bank, TD Bank, N.A. and Capital One, National Association (collectively, the Commitment Parties), pursuant to which, among other things, the Commitment
Parties have committed to provide the Company with (i) $4,667 million of commitments to a new $5,000 million aggregate principal amount best efforts asset-based revolving credit facility (the Best-Efforts ABL Facility); (ii)
incremental commitments under the Companys ABL Facility in an aggregate principal amount of $1,000 million; (iii) a new asset-based term loan facility in an aggregate principal amount of $1,500 million (ABL Term Loan
Facility) (which represents an increase of $300 million from the original committed amount for this facility); and (iv) a new secured bridge loan facility in an aggregate principal amount of $500 million (Secured Bridge
Facility) (which represents a decrease of $700 million from the original committed amount for this facility) less the gross proceeds of new notes that are obtained on or prior to the closing date of the Companys previously announced
merger (the Merger) with Rite Aid Corporation (Rite Aid) (collectively, the Financing), in each case on the terms and subject to the conditions set forth in the Commitment Letter. The proceeds of the Financing
will be used, among other things, to partially refinance certain of Rite Aids existing indebtedness, pay fees and expenses in connection with the Merger and finance cash consideration, if any, in connection with the Merger. The Best-Efforts
ABL Facility will be utilized by the Company only if the additional $333 million of commitments are fully allocated to new or existing lenders prior to the date on which the Merger is consummated, in which case the incremental commitments
described under clause (ii) above will cease to apply.
The changes in the committed financing are intended to capitalize on current
market conditions and reduce interest expense. While the total amount of committed financing is reduced by these changes, the Company is expected to have ample sources of liquidity to consummate the Merger and to finance the operations of the
combined company following the consummation of the Merger.
Pursuant to that certain Agreement and Plan of Merger dated February 18,
2018, by and among the Company, Rite Aid, Ranch Acquisition Corp. and Ranch Acquisition Corp II LLC (the Merger Agreement), Rite Aid has agreed to use commercially reasonable efforts to provide cooperation as may be reasonably requested
by the Company in connection with the Financing. The Commitment Parties commitment to provide the Financing is subject to certain conditions, including consummation of the Merger in accordance with the Merger Agreement substantially
concurrently with the initial borrowing under the Financing; the negotiation and execution of definitive documentation in respect of the Financing consistent with the Commitment Letter (including certain customary closing deliverables); delivery of
certain historical and pro forma financial information in respect of the Company and Rite Aid and their respective subsidiaries; the absence of a Company Material Adverse Effect (as defined in the Merger Agreement); the accuracy of certain specified
representations and warranties in the Merger Agreement and in the definitive documentation in respect of the Financing; completion of a customary marketing period in connection with a notes offering to replace certain portions of the Financing;
completion of a third party appraisal and field examination in respect of the assets of Rite Aid and its subsidiaries; minimum excess availability under the applicable asset-based revolving credit facility of not less than $2,000 million
(including up to $500 million of cash on hand); and certain other customary closing conditions.
The foregoing description of the
Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Commitment Letter, a copy of which is being filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
|
|
Exhibit
Number
|
|
Exhibit
Description
|
|
|
10.1
|
|
Second Amended and Restated Debt Commitment Letter, dated May 8, 2018, by and among Albertsons Companies, Inc., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse AG, Credit Suisse
Loan Funding LLC, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Barclays Bank PLC, Royal Bank of Canada, Wells Fargo Bank,
National Association, Wells Fargo Securities, LLC, PNC Bank, National Association, PNC Capital Markets LLC, Suntrust Robinson Humphrey, Inc., SunTrust Bank, U.S. Bank National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (and its affiliates),
Bank of Montreal, Fifth Third Bank, TD Bank, N.A. and Capital One, National Association
|
Important Notice Regarding Forward-Looking Statements
This Form
8-K
contains certain forward-looking statements within the meaning of the
Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the pending merger between Rite Aid and the
Company and the transactions contemplated thereby, and the parties perspectives and expectations, are forward looking statements. Such statements include, but are not limited to, statements regarding the benefits of the proposed merger, integration
plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the
transactions contemplated by the merger agreement. 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, 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. Such risks and uncertainties include, but are not limited to, risks related to the expected timing and likelihood of completion of the pending merger, including the risk that the
transaction may not close due to one or more closing conditions to the transaction not being satisfied or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or
refused to grant approval for the consummation of the transaction or required certain conditions, limitations or restrictions in connection with such approvals, or that the required approval of the merger agreement by the stockholders of Rite Aid
was not obtained; risks related to the ability of the Company and Rite Aid to successfully integrate the businesses; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement
(including circumstances requiring Rite Aid to pay the Company a termination fee pursuant to the merger agreement); the risk that there may be a material adverse change of Rite Aid or the Company; risks related to disruption of management time from
ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Rite Aids common stock, and the risk that the proposed
transaction and its announcement could have an adverse effect on the ability of Rite Aid to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and
businesses generally; risks related to successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected; the risk that the combined company may be unable to
achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; and risks associated with the financing of the proposed transaction. A further list and description of risks and uncertainties can be found in Rite
Aids Annual Report on Form
10-K
for the fiscal year ended March 3, 2018 filed with the Securities and Exchange Commission (SEC) and in the registration statement on Form
S-4,
as it may be amended, that was filed with the SEC by the Company on April 6, 2018 in connection with the proposed merger, and other documents that the parties 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 Rite Aid 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. All information regarding Rite Aid assumes completion of Rite Aids previously announced transaction with Walgreens Boots Alliance, Inc.
There can be no assurance that the consummation of such transaction will be completed on a timely basis, if at all. For further information on such transaction, see Rite Aids Form
8-K
filed with the SEC
on March 28, 2018.
Additional Information and Where to Find It
In connection with the proposed merger involving Rite Aid and the Company, Rite Aid and the Company have prepared and the Company has filed
with the SEC on April 6, 2018 a registration statement on Form
S-4
that includes a proxy statement of Rite Aid that also constitutes a prospectus of the Company. The registration statement is not yet
final and will be amended. Rite Aid will mail the proxy statement/prospectus and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed merger. Rite Aid and the Company also plan to file other relevant
documents with the SEC regarding the proposed merger. INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
RITE AIDS EXISTING PUBLIC FILINGS WITH THE SEC SHOULD ALSO BE READ, INCLUDING THE RISK FACTORS CONTAINED THEREIN.
Investors and
security holders may obtain copies of the Form
S-4,
including the proxy statement/prospectus, as well as other filings containing information about Rite Aid, free of charge, from the SECs Web site
(www.sec.gov). Investors and security holders may also obtain Rite Aids SEC filings in connection with the transaction, free of charge, from Rite Aids Web site (www.RiteAid.com) under the link Investor Relations and then
under the tab SEC Filings, or by directing a request to Rite Aid, Byron Purcell, Attention: Senior Director, Treasury Services & Investor Relations. Copies of documents filed with the SEC by the Company will be made available,
free of charge, on the Companys website at www.albertsonscompanies.com.
Participants in Solicitation
Rite Aid, the Company and their respective directors, executive officers and employees and other persons may be deemed to be participants in
the solicitation of proxies from the holders of Rite Aid common stock in respect of the proposed transaction. Information regarding Rite Aids directors and executive officers is available in its definitive proxy statement for Rite Aids
2017 annual meeting of stockholders filed with the SEC on June 7, 2017, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such definitive proxy statement. Information about the directors and executive
officers of the Company is set forth in the registration statement on Form
S-4,
including the proxy statement/prospectus, as it may be amended, that has been filed with the SEC on April 6, 2018. Other
information regarding the interests of the participants in the proxy solicitation may be included in the definitive proxy statement/prospectus when it becomes available. These documents can be obtained free of charge from the sources indicated
above.
Non-Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities 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. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Exhibit Index
|
|
|
Exhibit
Number
|
|
Exhibit
Description
|
|
|
10.1
|
|
Second Amended and Restated Debt Commitment Letter, dated May
8, 2018, by and among Albertsons Companies, Inc., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse AG, Credit Suisse Loan Funding LLC, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., Deutsche Bank
Securities Inc., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Barclays Bank PLC, Royal Bank of Canada, Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, PNC Bank, National Association, PNC Capital
Markets LLC, Suntrust Robinson Humphrey, Inc., SunTrust Bank, U.S. Bank National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (and its affiliates), Bank of Montreal, Fifth Third Bank, TD Bank, N.A. and Capital One, National Association
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
Albertsons Companies, Inc.
|
|
|
|
|
Dated: May 9, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Robert A. Gordon
|
|
|
|
|
|
|
Robert A. Gordon
|
|
|
|
|
|
|
Executive Vice President, General Counsel and Secretary
|
Rite Aid (NYSE:RAD)
Historical Stock Chart
From Aug 2024 to Sep 2024
Rite Aid (NYSE:RAD)
Historical Stock Chart
From Sep 2023 to Sep 2024