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): April 16, 2015
SUPERVALU INC.
(Exact name of registrant as specified in its charter)
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Delaware | 1-5418 | 41-0617000 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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11840 Valley View Road Eden Prairie, Minnesota | 55344 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (952) 828-4000
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| NA | |
| (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 (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement.
In connection with the sale of its wholly owned subsidiary, New Albertson’s, Inc. (“NAI”), on March 21, 2013, SUPERVALU INC. (the “Company”) entered into Transition Services Agreements (collectively, the “TSA”) with each of NAI and Albertson’s LLC to support the divested NAI banners and the continuing operations of Albertson’s LLC. Each TSA had an initial term expiring on September 21, 2015, subject to annual renewal by notice given at least 12 months prior to expiration of the then current term. In September 2014, each of the Company, NAI and Albertson’s LLC extended the terms of the TSA for an additional year. The current terms of the TSA now end on September 21, 2016, unless renewed again by notice given by NAI and/or Albertson’s LLC (or the Company with respect to the services it receives) no later than September 21, 2015.
On April 16, 2015, the Company entered into a letter agreement regarding the TSA with NAI and Albertson’s LLC (the “TSA Letter Agreement”) pursuant to which the Company will provide services to NAI and Albertson’s LLC as needed to transition and wind down the TSA and the services the Company provides under the TSA. In exchange for these transition and wind down services, the Company will receive eight payments of $6.25 million every six months for aggregate fees of $50 million. These payments are separate from and incremental to the fixed and variable fees the Company receives under the TSA. The parties agreed that these transition and wind down services would be provided by the Company in an orderly manner and timeline as reasonably determined by NAI, Albertson’s LLC and the Company. The parties also agreed to negotiate in good faith if either the costs associated with the transition and wind down services are materially higher (i.e., 5% or more) than anticipated by the Company, or the Company is not performing in all material respects the transition and wind down services as needed to support NAI’s and Albertson’s LLC’s transition and wind down activities.
A copy of the TSA with Albertson’s LLC and NAI were filed as Exhibits 10.1 and 10.2, respectively, to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2013. A copy of the TSA Letter Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
The Company expects the fees due under the TSA Letter Agreement described above to cover the Company’s costs of providing the transition and wind down services and may help to offset the decline in TSA fees resulting from stores and distribution centers being removed from the TSA as part of the transition and wind down.
The statements in this Item 7.01 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 actual scope, timeline and cost to the Company of providing the transition and wind down services, the ability to retain and dedicate qualified personnel to provide the transition and wind down services, the possibility for disputes between the Company and NAI and Albertson’s LLC in connection with the transition and wind down of the TSA, the distraction to management or corporate initiatives in providing the transition and wind down services and the loss of revenue from the removal of stores and distribution centers from the TSA. Unless legally required, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number | | Description |
10.1 | | Letter Agreement, dated April 16, 2015, to each of the Transition Services Agreement between SUPERVALU INC. and New Albertson’s, Inc. dated March 21, 2013, and the Transition Services Agreement between SUPERVALU INC. and Albertson’s LLC dated March 21, 2013 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: | April 17, 2015 | | |
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| | SUPERVALU INC. |
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| | By: /s/ Bruce H. Besanko | |
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| | Bruce H. Besanko | |
| | Executive Vice President and |
| | Chief Financial Officer |
| | (Authorized Officer of Registrant) | |
EXHIBIT INDEX
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Exhibit Number | | Description |
10.1 | | Letter Agreement, dated April 16, 2015, to each of the Transition Services Agreement between SUPERVALU INC. and New Albertson’s, Inc. dated March 21, 2013, and the Transition Services Agreement between SUPERVALU INC. and Albertson’s LLC dated March 21, 2013 |
Exhibit 10.1
[New Albertson's, Inc. and Albertson's LLC Letterhead]
April 16, 2015
SUPERVALU INC.
Attn: Mr. Sam Duncan, President & CEO
PO Box 990
Minneapolis, MN 55440-0990
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Re: | Transition Services Agreement between SUPERVALU INC. (“SVU”) and New Albertson’s, Inc. (“NAI”) dated March 21, 2013 |
Transition Services Agreement between SUPERVALU INC. and Albertson’s LLC (“ABS”) dated March 21, 2013 (singularly “TSA”; collectively, “TSAs”)
Dear Sam:
We appreciate SVU’s time discussing the TSAs and the fees for TSA services supporting the transition and wind down of the TSAs, including services supporting the divestiture of stores pursuant to the merger with Safeway Inc. (“Safeway”), the transition of Services to NAI and ABS (including Safeway) or third parties, and other transition and wind down services pursuant to the TSAs.
This letter agreement confirms the agreements we’ve reached in regard to the transition and wind down of the TSAs. All capitalized terms not otherwise defined herein shall have the meanings provided in the TSAs.
In exchange for SVU’s agreement to provide services to NAI and ABS as needed to transition and wind down the TSAs and the Services provided by SVU thereunder (collectively, the “Transition and Wind Down Services”), ABS and NAI shall pay SVU eight (8) advance payments of $6.25 Million each for an aggregate payment of $50 Million, subject to the terms of this letter agreement and as follows:
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1. | On the first day of the first full calendar month following the execution of this letter agreement by all parties hereto, and the first day on each sixth month anniversary thereafter for the next seven (7) consecutive six (6) month periods, ABS and NAI shall make an aggregate advance payment of $6.25 Million to SVU. |
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2. | NAI and ABS shall determine in their sole and absolute discretion how they shall apportion the $6.25 Million payments between themselves (with SVU being paid the full $6.25 Million). |
ABS and NAI shall not be obligated to pay any fees to SVU under Section 3.4 or Section 6.5 of the TSAs.
The Transition and Wind Down Services shall be provided by SVU to NAI and ABS in an orderly manner and timeline as reasonably determined by NAI, ABS and SVU. Prior to a scheduled payment, SVU may notify ABS and NAI that the costs associated with Transition and Wind Down Services under the TSAs are materially higher (i.e., 5% or more) than anticipated by SVU and shall provide ABS and NAI with reasonable documentation supporting the same (“Fee Notice”). Prior to a scheduled payment, ABS and/or NAI may notify SVU that SVU is not performing in all material respects the Transition and Wind Down Services as needed to support ABS and NAI’s transition and wind down activities (“Service Notice”). Upon delivery of either a Fee Notice or a Service Notice, the parties shall discuss and negotiate in good faith to address the fee and service issues presented in the notice(s). In the event the parties cannot reach a resolution within fifteen (15) days after the delivery of a Fee Notice or Service Notice, either party may commence the process provided in Section 6.2 of the TSAs. For the avoidance of doubt, no Transition and Wind Down Services shall give rise to any Non-Performance Holdback; provided, that the foregoing shall not impact the rights of NAI and ABS under Section 2.5(c) of the TSAs for Services that are not Transition and Wind Down Services.
The parties further agree that notwithstanding anything to the contrary in the TSAs or any delivery of a Service Provider Termination Notice by SVU, but subject to the terms and conditions of this letter agreement, SVU shall complete all
Transition and Wind Down Services, including but not limited to the transition of Services supporting ABS and NAI stores, distribution centers, divisions, back office, general office, surplus properties and other functions and facilities; provided, that the parties shall negotiate in good faith whether NAI and ABS shall pay SVU additional fees if the Transition and Wind Down Services are not completed within four years from the first payment hereunder and SVU shall not stop providing the Transition and Wind Down Services for so long as the parties are negotiating such incremental fees in good faith.
This letter agreement may be executed in counterparts. This letter agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, understanding and representations with respect thereto. Except as amended by this letter agreement, the terms and provisions of the TSAs are unmodified and in full force and effect. In the event of inconsistencies between the terms of the TSAs and terms of this letter agreement, the terms of this letter agreement shall control. Sections 7.1 through 7.4 of the TSAs are hereby incorporated herein by reference, and such provisions shall apply as if fully set forth herein. This letter agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns.
Sincerely,
Albertson’s LLC
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/s/ Robert Miller |
Name: Robert Miller |
Title: CEO |
New Albertson’s, Inc.
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/s/ Mike Bessent |
Name: Mike Bessent |
Title: VP & Treasurer |
ACKNOWLEDGED AND AGREED:
SUPERVALU INC.
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/s/ Sam Duncan |
Name: Sam Duncan |
Title: CEO |
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