Albertsons 2013 Annual Report Download - page 9

upon the consummation of the Stock Purchase Agreement (the “NAI TSA”), under which SUPERVALU is
providing to New Albertsons, and New Albertsons is providing to SUPERVALU, certain services as described
therein for an initial term of two and one-half years. SUPERVALU and NAI entered into a Trademark Cross-
Licensing Agreement upon consummation of the Stock Purchase Agreement (the “Cross-License Agreement”)
pursuant to which SUPERVALU and NAI license to the other party and its affiliates certain names and marks.
Concurrently with the execution of the Stock Purchase Agreement, the Company entered into a Tender Offer
Agreement (the “Tender Offer Agreement”) with Symphony Investors, LLC, a newly formed acquisition entity
owned by a Cerberus-led investor consortium (“Symphony Investors”), and Cerberus pursuant to which
Symphony Investors commenced a tender offer for up to 30 percent of the issued and outstanding common stock
of the Company at a purchase price of $4.00 per share in cash (the “Tender Offer”). The Tender Offer expired at
5:00 p.m., New York City time, on Wednesday, March 20, 2013. According to Symphony Investors, as of such
time, approximately 12 shares of the Company’s common stock were validly tendered and not withdrawn
pursuant to the Tender Offer, which represented approximately 5.5 percent of the then issued and outstanding
shares. All shares that were validly tendered and not withdrawn pursuant to the terms of the Tender Offer were
accepted for payment and paid for by Symphony Investors (the “Acceptance”). Pursuant to the Tender Offer
Agreement, on March 21, 2013, substantially simultaneously with the Acceptance, the Company issued an
additional 42 shares of the Company’s common stock, to Symphony Investors at $4.00 per share in cash,
resulting in approximately $170 in cash proceeds to the Company, which brought Symphony Investors’
ownership to 21.2 percent of the issued and outstanding shares after taking into account the additional share
issuance. The Tender Offer Agreement provides that until the second anniversary of the closing of the Tender
Offer, transfers of shares acquired by Symphony Investors in the Tender Offer and from the Company pursuant
to the Tender Offer Agreement will be generally restricted, with more limited restrictions thereafter. Following
that period, SUPERVALU has agreed to customary obligations to register such shares acquired with the
Securities and Exchange Commission (the “SEC”) if requested by Symphony Investors.
Pursuant to the Tender Offer Agreement and following the close of the NAI Banner Sale (together the
“Transactions”) on March 21, 2013, five incumbent directors on the SUPERVALU Board of Directors, as
identified by the Board, resigned from the Board and Symphony Investors designated two new directors who
were appointed to the Board—Robert G. Miller as non-executive chairman and Lenard Tessler. Mr. Miller is the
President and Chief Executive Officer of AB Acquisition and Mr. Tessler is Co-Head of Global Private Equity
and Senior Managing Director of Cerberus. Pursuant to the Tender Offer Agreement, four new directors will be
added to the Board, consisting of (i) Sam Duncan, the Company’s President and Chief Executive Officer, (ii) an
additional director to be appointed by Symphony Investors and (iii) two additional independent Board members
to be selected by the Board.
On March 26, 2013, the Company announced plans to reduce its workforce by an estimated 1,100 positions. The
workforce reduction reflects the Company’s strategy to better manage costs and reduce its expense structure as it
decentralizes its operations.
The Company makes available free of charge at its internet website (www.supervalu.com) its annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports
filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) as soon as reasonably practicable after such material is electronically filed with or furnished to
the SEC. Information on the Company’s website is not deemed to be incorporated by reference into this Annual
Report on Form 10-K. The Company will also provide its SEC filings free of charge upon written request to
Investor Relations, SUPERVALU INC., P.O. Box 990, Minneapolis, MN 55440.
Financial Information About Reportable Segments
The Company’s business is classified by management into three reportable segments: Retail Food, Save-A-Lot
and Independent Business. These reportable segments are three distinct businesses. The Retail Food and
Save-A-Lot reportable segments derive revenues from the sale of groceries at retail locations operated by the
Company (both the Company’s own stores and stores licensed and franchised by the Company). The Independent
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