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Albertsons Companies Announces Interim Results of the New Albertson’s, Inc. and Safeway Inc. Tender Offers and the Extension of Early Tender Date

Albertsons Companies Announces Interim Results of the New Albertson’s, Inc. and Safeway Inc. Tender Offers and the Extension of Early Tender Date

PR Newswire

BOISE, Idaho, June 19, 2017 /PRNewswire/ — Albertsons Companies, LLC (the “Company”) today announced the interim results of its wholly-owned subsidiaries New Albertson’s, Inc.’s (“NAI”) and Safeway Inc.’s (“Safeway” and, together with NAI, “we,” “us” or the “Offerors”) previously announced separate tender offers to purchase (each offer a “Tender Offer” and collectively, the “Tender Offers”) for cash, subject to certain terms and conditions, up to a total of $500,000,000 aggregate principal amount (the “Tender Cap Amount”) of the debt securities listed in the table below (together, the “Securities”).


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As of 5:00 p.m., New York City time, on June 16, 2017 a total of approximately $702.3 million in aggregate principal amount of the Securities had been tendered and not withdrawn. The withdrawal deadline has passed and holders may no longer withdraw the Securities tendered, unless the Offerors are required to extend withdrawal rights under applicable law. The following table sets forth certain terms of the Tender Offers and the aggregate principal amount of each series of Securities tendered and not withdrawn as of 5:00 p.m., New York City time, on June 16, 2017:





Dollars per $1,000 Principal Amount of Securities


Issuer

Title of Security

CUSIP

Number

Principal Amount

Outstanding

Acceptance

Priority Level

Tender Offer

Consideration(1)

Early Tender

Premium

Total

Consideration(1)(2)

Principal Amount Tendered

Safeway

6.350% Notes

786514BP3

$100,000,000

1

$977.50

$30.00

$1,007.50

$24,705,000


due 2017








NAI

8.700% Senior Debentures

013104AH7

$225,000,000

2

$1,017.50

$30.00

$1,047.50

$108,569,000


due 2030








NAI

8.000% Senior Debentures

013104AL8

$400,000,000

3

$992.50

$30.00

$1,022.50

$160,084,000


due 2031








NAI

6.625% Medium-Term Notes

01310QDB8

$150,000,000

4

$917.50

$30.00

$947.50

$43,852,000


due 2028








NAI

7.450% Senior Debentures

013104AF1

$650,000,000

5

$980.00

$30.00

$1,010.00

$177,463,000


due 2029








NAI

7.750% Debentures

013104AC8

$200,000,000

6

$998.75

$30.00

$1,028.75

$58,137,000


due 2026








Safeway

7.250% Debentures

786514BA6

$600,000,000

7

$975.00

$30.00

$1,005.00

$107,557,000


due 2031








Safeway

7.450% Senior Debentures

786514AS8

$150,000,000

8

$995.00

$30.00

$1,025.00

$21,925,000


due 2027


















(1)

Excludes accrued and unpaid interest up to, but not including, the applicable Settlement Date, which will be paid in addition to the Tender Offer Consideration or Total Consideration, as applicable.

(2)

Includes the Early Tender Premium.

The Company also announced that the Offerors have extended the date by which tenders must be received for holders to receive the “Total Consideration” (as set forth in the table above) to 5:00 p.m., New York City time, on June 19, 2017, unless further extended by the Offerors. All other terms and conditions of the Tender Offers, as previously announced and described in the Offer to Purchase dated June 5, 2017 and a related Letter of Transmittal dated June 5, 2017 (together, the “Tender Offer Materials”), remain unchanged. Holders of the Securities are urged to carefully read the Tender Offer Materials before making any decision with respect to the Tender Offers.

The obligation of the Offerors to accept for purchase and to pay either the Total Consideration or Tender Offer Consideration and the accrued and unpaid interest on the tendered Securities pursuant to the Tender Offers is not subject to any minimum tender condition, but is subject to the Tender Cap Amount, the application of the Acceptance Priority Levels, the Offerors’ receipt of net proceeds of new debt financing, including a potential offering of senior guaranteed notes, on terms and conditions satisfactory to the Offerors and certain other conditions described in the Tender Offer Materials.

BofA Merrill Lynch is serving as Dealer Manager for the Tender Offers. Global Bondholder Services Corporation is serving as the Information Agent and Tender Agent for the Tender Offers. Questions regarding the Tender Offers may be directed to BofA Merrill Lynch at (980) 388-3646 (collect) or (888) 292-0070 (toll-free). Requests for the Tender Offer Materials may be directed to Global Bondholder Services Corporation at 65 Broadway – Suite 404, New York, New York, 10006, Attn: Corporate Actions, (212) 430-3774 (for banks and brokers) or (866)-794-2200 (for all others).

The Offerors are making the Tender Offers only by, and pursuant to, the terms of the Tender Offer Materials. None of the Company, the Offerors, the Dealer Manager, the Information Agent or the Tender Agent make any recommendation as to whether Holders should tender or refrain from tendering their Securities. Holders must make their own decision as to whether to tender Securities and, if so, the principal amount of the Securities to tender. The Tender Offers are not being made to holders of Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Offerors by the Dealer Manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any new securities, nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful. Capitalized terms used in this press release but not otherwise defined herein have the meanings assigned to them in the Tender Offer Materials.

Cautionary Statement

This press release contains forward-looking statements. All statements other than statements of historical facts contained in this press release, including statements regarding the Company’s future operating results and financial position, business strategy, and plans and objectives of the Company’s management for future operations, are forward-looking statements. In many cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other similar expressions. You should not rely upon forward-looking statements as predictions of future events. The Company has based the forward-looking statements contained in this press release primarily on the Company’s current expectations and projections about future events and trends that it believes may affect its business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. The Company cannot assure you that the results, events and circumstances reflected in this press release will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this press release relate only to events as of the date on which the statements are made. The Company undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law. The Company and the Offerors may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements contained in this press release and you should not place undue reliance on our forward-looking statements. The forward-looking statements made in this press release do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments the Company or the Offerors may make.

For more information on the potential factors, please see the “Special Note Regarding Forward-Looking Statements and Other Factors” section in the Offer to Purchase dated June 5, 2017.

Media Contact:
Melissa Plaisancemelissa.plaisance@albertsons.com | 925-226-5115

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/albertsons-companies-announces-interim-results-of-the-new-albertsons-inc-and-safeway-inc–tender-offers-and-the-extension-of-early-tender-date-300475575.html

SOURCE Albertsons Companies, LLC

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