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News Release

SUPERVALU INC. Announces Amendments to Its Offer to Purchase; Increases Cap to $975 Million
MINNEAPOLIS, Apr 30, 2009 (BUSINESS WIRE) -- SUPERVALU INC. (NYSE:SVU) announced today amendments to the terms of its cash tender offer (as amended, the "Offer") to purchase (i) its outstanding 7.875% Notes due August 1, 2009 (the "SUPERVALU 2009 Notes"), (ii) the outstanding 6.95% Notes due August 1, 2009 (the "Albertson's 2009 Notes") issued by SUPERVALU's wholly owned subsidiary, New Albertson's, Inc. ("New Albertson's") and (iii) the outstanding 8.35% Notes due May 1, 2010 (the "Albertson's 2010 Notes" and, together with the SUPERVALU 2009 Notes and the Albertson's 2009 Notes, the "Notes") issued by New Albertson's. SUPERVALU has increased by $275 million the maximum aggregate principal amount of outstanding notes to be purchased in its Offer (the "Cap"). As a result, the Cap is now $975 million and SUPERVALU is now offering to purchase any and all outstanding Notes.

Because of the increase to the Cap described above, the aggregate principal amount of outstanding Notes equals the Cap. Therefore, subject to the terms and conditions of the Offer (as amended by this news release), SUPERVALU will accept for payment any and all Albertson's 2010 Notes validly tendered to the Offer at or prior to 8:00 a.m., New York City time, on Friday, May 29, 2009 (the "Expiration Time") and not validly withdrawn. The Albertson's 2010 Notes will now have an acceptance priority level of "1", as described in Offer to Purchase dated April 30, 2009 (the "Offer to Purchase"), and the Albertson's 2010 Notes will not be subject to proration in the Offer.

In addition, SUPERVALU announced an amendment to the expected settlement date for Albertson's 2010 Notes validly tendered to the Offer at or prior to 12:01 a.m., New York City time, on May 14, 2009 (the "Early Tender Time") and not validly withdrawn. The new settlement date in respect of Albertson's 2010 Notes validly tendered to the Offer at or prior to the Early Tender Time and not validly withdrawn will be promptly following the Early Tender Time and is expected to be on or about Thursday, May, 14, 2009 unless the Early Tender Time is extended by SUPERVALU in its sole discretion.

The Offer is being made pursuant to an Offer to Purchase dated April 30, 2009 (the "Offer to Purchase") and a related Letter of Transmittal, which set forth a complete description of the terms and conditions of the Offer, in each case as amended by this news release. Except as described in this news release, the terms and conditions of the Offer remains as set forth in the Offer to Purchase.

Subject to the terms and conditions contained in the Offer to Purchase and the related Letter of Transmittal, as amended by this news release:

  • SUPERVALU will pay an amount equal to $1,010.00 per $1,000 principal amount of SUPERVALU 2009 Notes validly tendered to the Offer at or prior to the Early Tender Time and not validly withdrawn. This amount includes an early tender premium of $30.00 per $1,000 principal amount of SUPERVALU 2009 Notes. SUPERVALU will pay an amount equal to $980.00 per $1,000 principal amount of SUPERVALU 2009 Notes validly tendered to the Offer after the Early Tender Time but at or prior to the Expiration Time and not validly withdrawn. This amount does not include any early tender premium.
  • SUPERVALU will pay an amount equal to $1,008.75 per $1,000 principal amount of Albertson's 2009 Notes validly tendered to the Offer at or prior to the Early Tender Time and not validly withdrawn. This amount includes an early tender premium of $30.00 per $1,000 principal amount of Albertson's 2009 Notes. SUPERVALU will pay an amount equal to $978.75 per $1,000 principal amount of Albertson's 2009 Notes validly tendered to the Offer after the Early Tender Time but at or prior to the Expiration Time and not validly withdrawn. This amount does not include any early tender premium.
  • SUPERVALU will pay an amount equal to $1,025.00 per $1,000 principal amount of Albertson's 2010 Notes validly tendered to the Offer at or prior to the Early Tender Time and not validly withdrawn. This amount includes an early tender premium of $30.00 per $1,000 principal amount of Albertson's 2010 Notes. SUPERVALU will pay an amount equal to $995.00 per $1,000 principal amount of Albertson's 2010 Notes validly tendered to the Offer after the Early Tender Time but at or prior to the Expiration Time and not validly withdrawn. This amount does not include any early tender premium.

In addition to the consideration described above, holders of Notes validly tendered and accepted for purchase will receive accrued and unpaid interest on the Notes from the last interest payment date for the notes to, but not including, the applicable settlement date for the Notes.

The Offer remains conditioned upon the satisfaction of certain conditions set forth in the Offer to Purchase (as amended by this news release), including the completion of the offering of at least $500 million of senior notes of SUPERVALU (the "Financing Condition"), on terms and conditions reasonably satisfactory to SUPERVALU, on or before the Early Tender Time.

The Offer will expire at 8:00 a.m., New York City time, on May 29, 2009, unless extended or earlier terminated by SUPERVALU. Notwithstanding any other provision of the Offer, SUPERVALU will not be required to accept any Notes for purchase, and may terminate, extend or amend the Offer, and may postpone the acceptance of Notes tendered to the Offer if, on or prior to the Expiration Time or the Early Tender Time, as the case may be, any of the conditions to the Offer, including the Financing Condition, have not been satisfied or waived by SUPERVALU.

Holders are urged to read the Offer to Purchase and the related Letter of Transmittal carefully before making any decision with respect to the Offer.

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 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). The Offer to Purchase and related Letter of Transmittal are expected to be distributed to holders beginning today. 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 Notes or any other securities, and is qualified by reference to the Offer to Purchase as the terms therein are amended by this news release. 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 Notes for purchase be accepted from) or on behalf of holders of 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 Notes pursuant to the Offer.

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 STATEMENT RELEVANT TO FORWARD-LOOKING STATEMENTS

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. 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, security and 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, continued provision of transition support services, the continuing review of goodwill and other intangible assets 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.

SOURCE: SUPERVALU INC.

SUPERVALU INC.
Investors and Financial Media:
David Oliver, 952-828-4540
david.m.oliver@supervalu.com
Steve Bloomquist, 952-828-4144
steve.j.bloomquist@supervalu.com