UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. ___)*
SUPERVALU
INC.
(Name of Issuer)
Common Stock,
Par Value $0.01 Per Share
(Title of Class of Securities)
868536103
(CUSIP Number)
with a copy to: |
Mr. Stephen Feinberg
c/o Cerberus Capital Management, L.P.
875 Third Avenue, 11th Floor
New York, NY 10020
(212) 891-2100 |
Robert G. Minion, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas, 17th Floor
New York, NY 10020
(646) 414-6930 |
(Name, Address
and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 23,
2015
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed
a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See §
240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 868536103 |
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
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Stephen Feinberg |
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2. Check the Appropriate Box if a Member of a Group (See Instructions): |
(a) [ * ] |
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(b) [ * ] |
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3. SEC Use Only |
4. Source of Funds (See Instructions): WC |
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable |
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6. Citizenship or Place of Organization: United States |
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Number of |
7. Sole Voting Power: |
20,999,421* |
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Shares Beneficially |
8. Shared Voting Power: |
0* |
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Owned by |
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Each Reporting |
9. Sole Dispositive Power: |
20,999,421* |
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Person With |
10. Shared Dispositive Power: |
0* |
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 20,999,421* |
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ] |
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13. Percent of Class Represented by Amount in Row (11): 8.0%* |
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14. Type of Reporting Person (See Instructions): IA, IN |
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* Based on the information set forth in the
Quarterly Report on Form 10-Q of SuperValu Inc., a Delaware corporation (the “Company”), filed with the Securities
and Exchange Commission on January 7, 2015, there were 261,292,593 shares of the common stock, par value $0.01 per share (the “Common
Shares”), of the Company outstanding as of January 2, 2015. As of the filing date of this Schedule 13D, Cerberus Iceberg
LLC, a Delaware limited liability company (“Cerberus Iceberg”), held 20,999,421 Common Shares. Stephen Feinberg, through
one or more entities, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company
beneficially owned by Cerberus Iceberg. As a result of the foregoing, as of the filing date of this Schedule 13D, Stephen Feinberg
may be deemed to beneficially own 20,999,421 Common Shares, or 8.0% of the Common Shares deemed issued and outstanding as of such
date.
Item 1. Security and Issuer.
The class of equity securities
to which this Schedule 13D relates is the common stock, par value $0.01 per share (the “Common Shares”), of SuperValu
Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 7075 Flying
Cloud Drive, Eden Prairie, Minnesota, 55344.
Item 2. Identity and Background.
The person filing this statement
is Stephen Feinberg, whose business address is 875 Third Avenue, 11th Floor, New York, New York, 10022. Mr. Feinberg, through one
or more entities, exercises sole voting and dispositive control of all securities held by Cerberus Iceberg LLC, a Delaware limited
liability company (“Cerberus Iceberg”). Mr. Feinberg serves as the president, sole director and sole shareholder of
Craig Court, Inc., the managing member of Craig Court, GP, LLC, which is the general partner of Cerberus Capital Management, L.P.
(“CCM”). CCM, along with one or more funds and/or accounts managed by it and/or its affiliates, including Cerberus
Iceberg (collectively, “Cerberus”), is engaged in the investment in property of all kinds, including but not limited
to capital stock, depository receipts, subscriptions, warrants, bonds, notes, debentures, options and other securities and instruments
of varying kind and nature.
None of Mr. Feinberg, CCM
nor Cerberus Iceberg has ever been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors),
nor has any of them been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction
as a result of which he or it was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Feinberg
is a citizen of the United States of America.
Item 3. Source and Amount of Funds
or Other Consideration.
Prior to April 23, 2015,
Symphony Investors LLC, a Delaware limited liability company (“Symphony”), held 45,990,736 Common Shares. On April
23, 2015, Symphony distributed all the Common Shares held by it to the members of Symphony pro rata in accordance with each
member’s interests in Symphony. As a member of Symphony, Cerberus Iceberg received 20,999,421 Common Shares pursuant to such
distribution.
Item 4. Purpose of Transaction.
The acquisition of the securities
set forth in this Schedule 13D is for investment purposes. Except as otherwise set forth in this Schedule 13D, at present, neither
Mr. Feinberg, CCM nor Cerberus Iceberg have any plans or proposals which relate to or would result in any of the items for which
disclosure is required pursuant to Item 4 of Schedule 13D.
Item 5. Interest in Securities of the
Issuer.
Based on the information
set forth in the Quarterly Report on Form 10-Q of SuperValu Inc., a Delaware corporation, filed with the Securities and Exchange
Commission on January 7, 2015, there were 261,292,593 shares of the common stock, par value $0.01 per share, of the Company outstanding
as of January 2, 2015. As of the filing date of this Schedule 13D, Cerberus Iceberg held 20,999,421 Common Shares. Stephen Feinberg,
through one or more entities, possesses the sole power to vote and the sole power to direct the disposition of all securities of
the Company beneficially owned by Cerberus Iceberg. As a result of the foregoing, as of the filing date of this Schedule 13D, Stephen
Feinberg may be deemed to beneficially own 20,999,421 Common Shares, or 8.0% of the Common Shares deemed issued and outstanding
as of such date.
During the 60 days prior
to the filing of this Schedule 13D, except as otherwise set forth in this Schedule 13D, there were no transactions effected in
the Common Shares, or securities convertible into, exercisable for or exchangeable for the Common Shares, by Mr. Feinberg or any
person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities
thereof.
Item 6. Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Pursuant to the Tender Offer
Agreement, dated as of January 10, 2013 by and among Symphony, the Company and CCM (the “Tender Offer Agreement”) each
of CCM and Symphony agreed, on behalf of themselves and their respective affiliates, not to, acting alone or in concert with any
person or group, without the prior written request of a majority of the members of the board of directors of the Company (excluding
certain directors of the Company related to Symphony and/or CCM), (i) acquire, offer or propose to acquire or agree to acquire
beneficial ownership of certain securities of the Company; (ii) directly or indirectly acquire, offer or propose to acquire (or
request permission to do so) ownership of any of the assets or businesses of the Company or any subsidiary thereof or any securities
issued by a subsidiary of the Company, or any rights or options to acquire such ownership (including from a third party); (iii)
in any manner, agree, attempt, seek or propose to deposit any securities of the Company or any rights to acquire any securities
of the Company in any voting trust or similar arrangement; (iv) finance (or arrange financing for) any person or otherwise knowingly
encourage or advise another person with respect to any of the foregoing; (v) publicly announce any intention, plan or arrangement
inconsistent with any of the foregoing; or (vi) seek or request permission to do any of the foregoing, publicly request to amend
or waive any of the foregoing in any manner that would require public disclosure thereof; in each case for the time periods specifically
set forth in the Tender Offer Agreement, and in each case subject to certain exceptions specifically set forth in the Tender Offer
Agreement.
In addition, pursuant to
the Tender Offer Agreement, each of CCM and Symphony agreed to certain transfer restrictions with respect to the Common Shares
held by them.
Pursuant to the Tender Offer
Agreement, Cerberus Iceberg is bound by the terms set forth in this Item 6 regarding the Common Shares held by it.
The description of the
Tender Offer Agreement set forth above is qualified in its entirety by reference to the complete copy of the Tender Offer Agreement
that is incorporated by reference into this Schedule 13D pursuant to Item 7 hereof.
Except as otherwise set forth
in this Schedule 13D, there are no contracts, arrangements, understandings or similar relationships existing with respect to the
securities of the Company between Stephen Feinberg and/or Cerberus Iceberg and any other person or entity.
Item 7. Material
to be Filed as Exhibits.
7.1. Tender Offer Agreement,
dated January 10, 2013, between Symphony Investors LLC, SuperValu Inc. and Cerberus Capital Management, L.P., incorporated by reference
to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14,
2013.
Signature
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
April 28, 2015
/s/ Stephen Feinberg
Stephen Feinberg, solely
with respect to his exercise of voting and dispositive control over the securities of SuperValu Inc. held by Cerberus Iceberg
LLC
Attention: Intentional misstatements or omissions
of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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