UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 11, 2020
Albertsons Companies, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware | | 001-39350 | | 47-4376911 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
250 Parkcenter Blvd.
Boise, Idaho 83706
(Address of principal executive office and zip code)
(208) 395-6200
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A common stock, $0.01 par value | ACI | New York Stock Exchange |
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| | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| | Emerging growth company | ☐ |
| | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
On August 11, 2020, Albertsons Companies, Inc. (the "Company") issued a press release announcing the proposed offering by the Company, Albertson's LLC, Safeway Inc. and New Albertsons L.P. of new senior notes due 2026 (the "2026 Notes") and new senior notes due 2029 (the "2029 Notes" and together with the 2026 Notes, the "New Notes"). The New Notes will be issued to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and outside the United States in accordance with Regulation S under the Securities Act. On August 11, 2020, the Company issued a separate press release announcing the pricing of its upsized private offering of $750 million aggregate principal amount of the 2026 Notes and $750 million aggregate principal amount of the 2029 Notes. The Company intends to use the net proceeds from the offering, together with approximately $60 million of cash on hand, to (i) fund the redemption of all of its outstanding 6.625% senior notes due 2024 (the "2024 Redemption"), (ii) fund a partial redemption of $250 million principal amount of its outstanding 5.750% senior notes due 2025 (the "2025 Redemption" and together with the 2024 Redemption, the "Redemptions") and (iii) pay fees and expenses related to the Redemptions and the issuance of the New Notes. The Redemptions are conditioned upon the successful completion of the offering of the New Notes. The Company expects the (i) 2024 Redemption to occur on or about September 11, 2020 and (ii) 2025 Redemption to occur on or about September 16, 2020. Copies of the press releases are attached as Exhibits 99.1 and 99.2 hereto and are incorporated in this Item 8.01 by reference.
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| Item 9.01 | | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are being filed herewith:
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| 99.1 | | |
| 99.2 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | Albertsons Companies, Inc. |
| | (Registrant) |
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| August 11, 2020 | By: | /s/ Juliette W. Pryor |
| | Name: | Juliette W. Pryor |
| | Title: | Executive Vice President, General Counsel and Secretary |
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