MINNEAPOLIS--(BUSINESS WIRE)--May. 16, 2013--
SUPERVALU INC. (NYSE: SVU) (“SUPERVALU”) today announced the Early
Tender Time (as defined below) results and the determination of the
Total Consideration, as shown in the table below, for its previously
announced modified “Dutch Auction” tender offer (the “Offer”) to
purchase up to $300,000,000 (subject to increase, the “Tender Cap”)
aggregate principal amount of its outstanding 8.000% Senior Notes due
2016 (the “Notes”).
SUPERVALU also announced that it has increased the Tender Cap from
$300,000,000 to $372,018,000, and amended the “Financing Condition” as
set forth in the Offer to Purchase (as defined below) such that the New
Notes Offering (as defined in the Offer to Purchase) must result in the
issuance of a minimum aggregate principal amount of $372,018,000 of
unsecured debt securities of SUPERVALU, instead of the previous minimum
aggregate principal amount of $300,000,000 (the “Amended Financing
Condition”). Except as described in this press release, all other terms
of the Offer as described in the Offer Documents (as defined below)
On May 2, 2013, SUPERVALU commenced the Offer in accordance with the
terms and conditions set forth in the Offer to Purchase, dated May 2,
2013 (the “Offer to Purchase”) and the related Letter of Transmittal
(the “Letter of Transmittal” and, together with the Offer to Purchase,
the “Offer Documents”) sent to holders of the Notes.
As of 12:00 midnight, New York City time, at the end of May 15, 2013
(the “Early Tender Time”), $372,018,000 aggregate principal amount of
Notes were validly tendered and not validly withdrawn.
Select terms of the Offer are described in the table below.
Principal Amount Outstanding
Principal Amount Tendered(2)
8.000% Senior Notes due May 1, 2016
868536 AT0; US868536AT00
(1) Aggregate principal amount outstanding as of May 2, 2013.
(2) As of 12:00 midnight, New York City time, at the end of May 15,
2013 (the “Early Tender Time”).
(3) Per $1,000 principal amount of Notes accepted for purchase.
(4) Includes the early tender premium of $30.00 per $1,000 principal
amount of Notes (the “Early Tender Premium”).
(5) Plus Accrued Interest (as defined below).
As a result of the increase in the Tender Cap, all Notes validly
tendered and not validly withdrawn prior to the Early Tender Time will
be accepted for purchase by SUPERVALU, without proration, subject to the
Amended Financing Condition and the other terms and conditions of the
Offer. Based on the foregoing results and the increase to the Tender
Cap, the Offer is fully subscribed at the Early Tender Time (but not
As set forth in the Offer to Purchase, holders who validly tendered (and
did not validly withdraw) their Notes at or prior to the Early Tender
Time and whose Notes are accepted for purchase will receive the Total
Consideration, which includes the Early Tender Premium. Holders who
validly tender their Notes after the Early Tender Time and at or prior
to the Expiration Time and whose Notes are accepted for purchase, if
any, will receive the Tender Offer Consideration, which is equal to
$1,100 per $1,000 principal amount of Notes accepted for purchase.
Unless SUPERVALU further increases the Tender Cap, no further Notes
shall be accepted for purchase pursuant to the Offer. Holders whose
Notes are accepted for purchase will receive accrued and unpaid interest
from the last interest payment date to, but not including, the date
SUPERVALU pays for such Notes (“Accrued Interest”).
The Withdrawal Deadline for the Offer was 12:00 midnight, New York City
time, at the end of May 15, 2013, and has not been extended. The Offer
will expire at 12:00 midnight, New York City time, at the end of May 30,
2013, unless extended or earlier terminated by SUPERVALU in its sole
discretion (such time, as the same may be extended or earlier
terminated, the “Expiration Time”).
The Offer is subject to satisfaction or waiver of certain conditions,
including the Amended Financing Condition, as specified in the Offer to
SUPERVALU reserves the right, but is not obligated, to elect to accept
Notes validly tendered (and not validly withdrawn) at or prior to the
Early Tender Time in an aggregate principal amount up to the Tender Cap
(our “Early Settlement Right”), provided that all conditions to the
Offer have been satisfied or waived by SUPERVALU, on any date following
the Early Tender Time and at or prior to the Expiration Time. Notes so
accepted may be settled on the date of SUPERVALU’s early acceptance or
promptly thereafter prior to the Expiration Time (the “Early Settlement
Date”). The “Final Settlement Date” with respect to the Offer will be
the date that SUPERVALU settles all Notes accepted for purchase pursuant
to the Offer and not previously settled on the Early Settlement Date, if
any. Each of the Early Settlement Date and the Final Settlement Date are
referred to as a “Settlement Date.” No tenders of Notes submitted after
the Expiration Time will be valid or accepted.
Capitalized terms used in this press release and not defined herein have
the meanings given to them in the Offer to Purchase.
Goldman, Sachs & Co. is serving as Dealer Manager in connection with the
Offer. Global Bondholder Services Corporation is serving as Tender Agent
and Information Agent in connection with the Offer. Persons with
questions regarding the Offer should contact Goldman, Sachs & Co. at
800-828-3182 (toll free) or 212-357-0215 (collect). Requests for copies
of the Offer Documents may be directed to Global Bondholder Services
Corporation at 866-873-6300 (toll free) or 212-430-3774 (collect).
This press release is for informational purposes only and does not
constitute an offer to purchase, the solicitation of an offer to
purchase or a solicitation of tenders. The information in this press
release is subject in all respects to the terms and conditions set forth
in the Offer Documents. The Offer is not being made 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. No
recommendation is made as to whether or not holders of Notes should
tender their Notes pursuant to the Offer. The Offer is being made solely
pursuant to the Offer Documents, which more fully set forth and govern
the terms and conditions of the Offer. The Offer Documents contain
important information and should be read carefully before any decision
is made with respect to the Offer.
This release contains certain “forward-looking statements” (as such term
is defined under Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended)
relating to future events of SUPERVALU. Such statements are only
predictions and involve risks and uncertainties, resulting in the
possibility that the actual events or performances will differ
materially from such predictions.
About SUPERVALU INC.
SUPERVALU INC. is one of the largest grocery wholesalers and retailers
in the U.S. with annual sales of approximately $17 billion. SUPERVALU
serves customers across the United States through a network of
approximately 3,420 stores, composed of 1,900 independent stores
serviced primarily by the Company’s food distribution business; 1,331
Save-A-Lot stores, of which 950 are operated by licensee owners; and 191
traditional retail grocery stores. Headquartered in Minnesota, SUPERVALU
has approximately 35,000 employees. For more information about SUPERVALU
Source: SUPERVALU INC.
Steve Bloomquist, 952-828-4144