UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
As disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 14, 2022, on October 13, 2022, Albertsons Companies, Inc. (the “Company”) entered into an agreement and plan of merger (the “Merger Agreement”) by and among the Company, The Kroger Co. and Kettle Merger Sub, Inc.
On October 13, 2022, in connection with the Merger Agreement, entities affiliated with the Company’s five largest stockholders, Cerberus Capital Management, L.P. (“Cerberus”), Schottenstein Stores Corp. (“Jubilee Limited Partnership”), Lubert-Adler Partners (“Lubert-Adler”), Kimco Realty Corporation (“Kimco”) and Klaff Realty, L.P. (“Klaff”), (each a “Sponsor” and collectively, the “Sponsors”) entered into lock-up agreements, each substantially similar in form and substance (the “Lock-Up Agreements”) pursuant to which each Sponsor, subject to certain exceptions, agreed to restrictions on its ability to sell or transfer shares of the Company’s Class A Common Stock (“Common Stock”) that it owns through the earliest of (i) the valid termination of the Merger Agreement, (ii) HPS Investment Partners, LLC (“HPS”) and its affiliates having beneficial ownership of fewer than 500 shares of Series A Convertible Preferred Stock (“Preferred Stock”) of the Company, (iii) 120 days after the date of filing of the Company Information Statement (as defined in the Merger Agreement) in definitive form with the SEC, plus, if applicable, the Early Filing Period (as defined in the Lock-Up Agreements) and (iv) 210 days after the date of the Merger Agreement (the “Lock-Up Period”), provided, that the Lock-Up Agreement with Kimco allows for it to sell 12 million shares of Common Stock during the Lock-Up Period and the Lock-Up Agreement with Jubilee Limited Partnership allows for it to sell approximately 30 million shares of Common Stock during the Lock-Up Period. During the Lock-Up Period, each Sponsor agreed not to effect a demand registration or piggyback registration with respect to any Restricted Shares (as defined in the Lock-Up Agreements) under that certain Registration Rights Agreement dated June 9, 2020 by and among the Company and the other parties thereto.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Lock-Up Agreements entered into with each respective Sponsor, which are filed as Exhibits 10.1-10.5 hereto and incorporated by reference herein.
Furthermore, on October 13, 2022, the Company and HPS entered into a short-term lock-up agreement (the “Preferred Stock Lock-Up Agreement”). Pursuant to the Preferred Stock Lock-Up Agreement, HPS agreed to restrictions on its ability to sell or transfer shares of the Company’s Preferred Stock and Common Stock during the 30 days prior to (i) 120 days after the date of filing of the Company Information Statement (as defined in the Merger Agreement) in definitive form with the SEC, plus, if applicable, the Early Filing Period (as defined in the Lock-Up Agreements) and (ii) 210 days after the date of the Merger Agreement.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Preferred Stock Lock-Up Agreement, which is filed as Exhibit 10.6 hereto and incorporated by reference herein.
| Item 8.01. | Other Events |
On October 14, 2022, the Company issued a press release announcing that the Board of Directors of the Company declared a special cash dividend in connection with the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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.
| Albertsons Companies, Inc. (Registrant) | ||||||
| Dated: October 17, 2022 | By: | /s/ Juliette W. Pryor | ||||
| Name: | Juliette W. Pryor | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||