SUPERVALU INC. (NYSE: SVU) today announced a proposal to
reorganize the Company’s corporate structure (the “Holding Company
Proposal”) to further facilitate the Company’s strategic
transformation, among other benefits to stockholders. This
proposal, as outlined in SUPERVALU’s preliminary proxy
statement/prospectus filed today, would result in a reorganization
of the Company’s corporate structure into a holding company
structure. The holding company structure is being proposed to:
- Organize and further segregate
SUPERVALU’s wholesale and retail operations in an operationally
efficient and strategic manner, including to separate the wholesale
and retail operations held by SUPERVALU INC., our current public
company entity;
- Facilitate the Company’s previously
announced strategic transformation plan to sell certain retail
assets to third parties;
- Better segregate the liabilities of the
Company into their respective business segments;
- Increase SUPERVALU’s strategic,
business and financial flexibility; and
- Enable the Company to achieve its
strategic transformation plan in a tax efficient manner that may
facilitate the ability to utilize a material portion of SUPERVALU’s
capital loss carryforward, which could generate approximately $300
million of cash tax benefits for the Company over the next
approximately 15 years.
“We have been executing a strategic transformation of our
business over the last two years to become the wholesale supplier
of choice for grocery retailers across the United States, while
also executing initiatives to deliver long-term stockholder value,”
said Mark Gross, SUPERVALU’s President and CEO. “The proposed
holding company structure is another significant and important
undertaking by our team that would support and advance our
transformation by further separating our wholesale and retail
operations in a tax efficient manner.”
SUPERVALU stockholders are being asked to consider and vote upon
the Holding Company Proposal at the Company’s 2018 Annual Meeting
of Stockholders. The Holding Company Proposal and realizing the
desired benefits from the reorganization are subject to certain
conditions and future events, including approval by our
stockholders. Additional details of the Holding Company Proposal
can be found in SUPERVALU’s preliminary proxy statement/prospectus
(http://bit.ly/2Mn1D8w), which was filed today with the U.S.
Securities and Exchange Commission (the “SEC”).
About SUPERVALU INC.
SUPERVALU INC. is one of the largest grocery wholesalers and
retailers in the U.S. with annual sales of approximately $14
billion. SUPERVALU serves customers across the United States
through a network of 3,437 stores composed of 3,323 wholesale
primary stores operated by customers serviced by SUPERVALU’s food
distribution business and 114 traditional retail grocery stores in
continuing operations operated under three retail banners in three
geographic regions (store counts as of February 24, 2018).
Headquartered in Minnesota, SUPERVALU has approximately 23,000
employees (in continuing operations). For more information about
SUPERVALU visit www.supervalu.com.
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION
FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.
Except for the historical and factual information, the matters
set forth in this news release, particularly those pertaining to
SUPERVALU’s efforts and initiatives to transform its business and
assets and SUPERVALU’s expectations regarding the potential impact
of those efforts and initiatives on its future operating results,
and other statements identified by words such as "estimates"
"expects," "projects," "plans," "intends," "outlook" and similar
expressions are forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to
risks and uncertainties that may cause actual results to differ
materially, including the ability to execute on the Holding Company
Proposal on a timely basis or at all, the ability to recognize the
expected benefits of the reorganization, the amount and timing of
any cash tax benefits resulting from the reorganization being
different than expected, our ability to complete a sale of certain
of our retail assets to third parties or another strategic
transaction prior to the expiration of our capital loss
carryforward in February 2019, the potential for disruption to the
business during the process, the ability to effectively manage
organization changes during the pendency of or following any
reorganization and related transactions, the requirement that we
offer to repurchase certain indebtedness of the Company and obtain
certain third-party consents as a result of the reorganization and
costs and expenses associated with doing so, and other risk factors
relating to the business or industry as detailed from time to time
in SUPERVALU's reports filed with the SEC. You should not place
undue reliance on these forward-looking statements, which speak
only as of the date of this news release. For more information, see
the risk factors described in SUPERVALU’s Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q, preliminary proxy
statement/prospectus for the 2018 Annual Meeting of Stockholders
and other filings with the SEC. Unless legally required, SUPERVALU
undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Important Stockholder Information and Where You Can Find
It
SUPERVALU has filed with the SEC a preliminary proxy
statement/prospectus and accompanying definitive WHITE proxy card in connection with
its 2018 Annual Meeting of Stockholders. The preliminary proxy
statement/prospectus contains important information about
SUPERVALU, the 2018 Annual Meeting of Stockholders and related
matters. INVESTORS AND STOCKHOLDERS ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS, THE
ACCOMPANYING WHITE PROXY CARD AND ANY OTHER
RELEVANT SOLICITATION MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE
THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION.
In connection with the Holding Company Proposal, SUPERVALU
Enterprises, Inc., the entity that will be the new holding company
following completion of the reorganization (“SUPERVALU
Enterprises”), has filed with the SEC a Registration Statement on
Form S-4 that includes a preliminary proxy statement of SUPERVALU
and a preliminary prospectus of SUPERVALU Enterprises, as well as
other relevant documents concerning the proposed reorganization.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. A free copy of the definitive proxy
statement/prospectus, as well as other filings containing
information about SUPERVALU and SUPERVALU Enterprises, will be able
to be obtained at the SEC’s Internet site (http://www.sec.gov). You
will also be able to obtain these documents, free of charge, from
SUPERVALU at http://www.supervaluinvestors.com or by directing a
request to SUPERVALU INC., P.O. Box 990, Minneapolis, Minnesota
55440, Attention: Investor Relations, telephone (952) 828-4000.
Participants in the Solicitation
SUPERVALU, its directors and certain of its executive officers
and employees may be deemed to be participants in the solicitation
of proxies from SUPERVALU’s stockholders in connection with the
matters to be considered at its 2018 Annual Meeting of
Stockholders. Information regarding the names of SUPERVALU’s
directors and certain of its executive officers and employees and
their respective interests in SUPERVALU by security holdings or
otherwise is set forth in SUPERVALU’s preliminary proxy
statement/prospectus for the 2018 Annual Meeting of Stockholders,
filed with the SEC today.
The following table sets forth information as of June 7, 2018
concerning beneficial ownership of SUPERVALU’s common stock by each
director and each of the executive officers expected to be named in
the Summary Compensation Table that will be included in SUPERVALU’s
definitive proxy statement for the 2018 Annual Meeting of
Stockholders and for all of our current directors and executive
officers as a group.
The definition of beneficial ownership for purposes of the
following information includes shares over which a person has sole
or shared voting power or dispositive power, whether or not a
person has any economic interest in the shares. The definition also
includes shares that a person has a right to acquire currently or
within 60 days. The figures set forth below give effect to the
1-for-7 reverse stock split that became effective on August 1,
2017.
Name of
Beneficial Owner Amount and Nature of
Beneficial Ownership (1)(2) Percent
of Class Donald R. Chappel 55,449 *
Irwin S. Cohen 36,640 * Philip L. Francis
30,435 (3)
* Eric G. Johnson 27,033 * Mathew M. Pendo 12,061 * Francesca Ruiz
de Luzuriaga 10,547 * Frank A. Savage 23,226 * Mary A. Winston
8,642 * Mark Gross 174,227 * Rob N. Woseth 84,156 * James W.
Weidenheimer 13,069 * Michael C. Stigers 63,671 * Randy G. Burdick
83,072 * Bruce H. Besanko 32,791 * All current directors and
executive officers as a group (15 persons) 637,363
1.6%
* Less than 1%
(1) All persons listed have sole voting and investment power
with respect to all of the shares listed except the following
non-employee directors who have sole voting power, but no
investment power, over shares held in the SUPERVALU INC. Directors’
Deferred Compensation Plan (2009 Restatement), as follows:
Mr. Chappel, 54,020 shares; Mr. Cohen, 36,640
shares; Mr. Francis, 29,578 shares; Mr. Johnson,
27,033 shares; Mr. Pendo, 12,061 shares; Ms.
Luzuriaga, 9,833 shares; Mr. Savage, 23,226 shares; and Ms.
Winston, 8,642 shares.
(2) Includes shares underlying options exercisable or
exercisable within 60 days of June 7, 2018, as follows: Mr.
Gross, 167,760 shares; Mr. Woseth, 73,783 shares; Mr. Weidenheimer,
5,603 shares; Mr. Stigers, 51,450 shares; Mr. Burdick, 72,221
shares; and all current directors and executive officers as a
group, 391,994 shares.
(3) Includes 857 shares held in a trust for which Mr. Francis
and his spouse serve as the trustees.
Additional information regarding the interests of these
participants in any proxy solicitation and a description of their
direct and indirect interests, if any, by security holdings or
otherwise, will also be included in the definitive proxy statement
for the 2018 Annual Meeting of Stockholders, the accompanying
definitive WHITE proxy card and other relevant
solicitation materials and in Form 3s and Form 4s filed by
SUPERVALU’s directors and executive officers after the date of the
definitive proxy statement. These documents (when they become
available), and any and all documents filed by SUPERVALU with the
SEC, may be obtained by investors and stockholders free of charge
on the SEC’s website at www.sec.gov.
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version on businesswire.com: https://www.businesswire.com/news/home/20180612006535/en/
SUPERVALU INC.Investor
Contact:Steve Bloomquist, 952-828-4144steve.j.bloomquist@supervalu.comorMedia Contact:Jeff Swanson,
952-903-1645jeffrey.s.swanson@supervalu.com
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