07.05.2009 15:56:00
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SUPERVALU INC. Announces Closing of $1 Billion Senior Notes Offering and Satisfaction of Financing Condition to Offer to Purchase
SUPERVALU INC. (NYSE: SVU) announced today the closing of an offering of $1 billion in aggregate principal amount of its 8.000% Senior Notes due 2016 (the "Notes”). The Notes will be senior unsecured obligations and will rank equally with all of SUPERVALU’s other senior unsecured indebtedness.
SUPERVALU intends to use the net proceeds of the offering to fund all or a portion of the purchase price of its 7.875% Notes due August 1, 2009 (the "SUPERVALU 2009 Notes”), the 6.95% Notes due August 1, 2009 (the "Albertson’s 2009 Notes”) issued by its wholly owned subsidiary, New Albertson’s, Inc. ("New Albertson’s”), and the 8.35% Senior Notes due May 1, 2010 issued by New Albertson’s (the "Albertson’s 2010 Notes” and, together with the SUPERVALU 2009 Notes and the Albertson’s 2009 Notes, the "Target Notes”) that are tendered and accepted by SUPERVALU for purchase in its offer to purchase for cash (the "Offer”) any and all outstanding Target Notes, including the payment of accrued interest and any applicable early tender premium. Currently, $350 million aggregate principal amount of the SUPERVALU 2009 Notes, $350 million aggregate principal amount of the Albertson’s 2009 Notes and $275 million aggregate principal amount of the Albertson’s 2010 Notes are outstanding. To the extent that there are net proceeds remaining, or if the Offer is not consummated, SUPERVALU intends to use the net proceeds for general corporate purposes, including the repayment of debt, whether at maturity, through open market purchases, privately negotiated transactions or otherwise. The terms and conditions of the Offer are described in the Offer to Purchase, dated April 30, 2009, as amended by SUPERVALU’s press release, dated April 30, 2009, regarding certain amendments to the terms and conditions of the Offer (the "Offer to Purchase”), and the related Letter of Transmittal. The Offer will expire at 8:00 a.m., New York City time, on May 29, 2009, unless extended or earlier terminated by SUPERVALU.
As a result of the completion of the offering of the Notes, SUPERVALU has announced that the financing condition to the Offer has been satisfied. However, the completion of the Offer remains subject to the other closing conditions described in the Offer to Purchase. Subject to applicable law, SUPERVALU may waive the conditions applicable to the Offer or extend, terminate or otherwise amend the Offer.
Credit Suisse Securities (USA) LLC, Banc of America Securities LLC, Citigroup Global Markets Inc. and RBS Securities Inc. acted as joint book-running managers for the offering of the Notes, and J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, UBS Securities LLC, U.S. Bancorp Investments, Inc. and The Williams Capital Group, L.P. acted as co-managers.
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 M&A 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 M&A Incorporated by telephone at (888) 750-5834 or (212) 750-5833. Questions regarding the tendering of Target 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). 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 is neither an offer to purchase nor a solicitation of an offer to sell the Target 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 Target Notes for purchase be accepted from) or on behalf of holders of Target 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 Target Notes pursuant to the Offer.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the Notes nor shall there be any sale of the Notes 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. The offering of the Notes is being made only by means of the prospectus.
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.
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 contained herein, the matters set forth in this news release, particularly those pertaining to SUPERVALU’s expectations or future operating results, statements as to the progress and expected benefits of the combination of the operations of Albertson’s, Inc. that were acquired in June 2006 with those of SUPERVALU, such as efficiencies, cost savings, synergies, market profile and financial strength, and the competitive ability and position of the combined company, and other statements identified by words such as "estimates,” "expects,” "projects,” "plans,” 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 impact of economic and industry conditions, competition, food and drug safety issues, the integration of Albertsons operations, store expansion and remodeling, liquidity, labor relations issues, escalating costs of providing employee benefits, regulatory matters, self insurance, legal and administrative proceedings, information technology, security, severe weather, natural disasters and adverse climate changes and accounting matters and other risk factors relating to our 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. 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.
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