UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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Item 8.01 | Other Events. |
As disclosed in a Form 8-K filed with the Securities and Exchange Commission on October 14, 2022, Albertsons Companies, Inc. (the “Company”) declared a special dividend of $6.85 per share of Common Stock to be paid on November 7, 2022 to holders of record at the close of business on October 24, 2022 (the “Special Dividend”). On November 3, 2022, the Superior Court of King County in the State of Washington issued an order temporarily restraining the payment of the Special Dividend in the case State of Washington v. Albertsons Companies, Inc. et al., until a hearing on a motion for a preliminary injunction could be held. On December 9, 2022, the Superior Court denied the motion for a preliminary injunction but extended the temporary restraining order for the Attorney General for the State of Washington to appeal to the Supreme Court of the State of Washington. On January 17, 2023 the Supreme Court of the State of Washington denied a motion by the Attorney General of the State of Washington to hear an appeal from the Superior Court’s denial to enjoin the Company from paying the Special Dividend. As a result of the decision by the Supreme Court of the State of Washington, the temporary restraining order preventing payment of the Special Dividend has also been lifted.
The Company intends to distribute the Special Dividend as soon as practicable to holders of record as of October 24, 2022.
On January 17, 2023, the Company issued a press release announcing the decision of the Supreme Court of the State of Washington and the Company’s intention to pay the Special Dividend as soon as practicable. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference.
Forward-Looking Statements
This report includes “forward-looking statements” within the meaning of the federal securities laws. The “forward-looking statements” include our current expectations, assumptions, estimates and projections about the Special Dividend and the payment thereof. They include statements which the Company believes to be reasonable at this time. You can identify forward-looking statements by the use of words such as “outlook,” “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future” and “intends” and similar expressions which are intended to identify forward-looking statements.
These statements are not guarantees of future performance and are subject to numerous risks and uncertainties which are beyond our control and difficult to predict and could cause actual results to differ materially from the results expressed or implied by the statements.
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements and risk factors. Forward-looking statements contained in report reflect our view only as of the date of this report. We undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
In evaluating our forward-looking statements, you should carefully consider the risks and uncertainties more fully described in the “Risk Factors” section or other sections in our reports filed with the SEC.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
99.1 | Press Release dated January 17, 2023 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: January 18, 2023 | By: | /s/ Juliette W. Pryor | ||||
Name: | Juliette W. Pryor | |||||
Title: | Executive Vice President, General Counsel and Secretary |
Exhibit 99.1
Albertsons Companies Issues Statement Regarding State of Washington Supreme Courts Denial of Washington State Attorney Generals Motion for Review
Company Proceeding with Payment of its Special Dividend
January 17, 2023 09:06 PM Eastern Standard Time
BOISE, Idaho(BUSINESS WIRE)Albertsons Companies, Inc. (NYSE: ACI) (Albertsons Cos. or the Company) today announced that the State of Washingtons Supreme Court has denied a motion by the Attorney General of the State of Washington to hear an appeal from the trial courts denial of its request to enjoin the Company from paying its previously announced $6.85 per common share Special Dividend (the Special Dividend), originally scheduled to be paid November 7, 2022.
The temporary restraining order preventing the payment of the Special Divided has been lifted as a result of the decision. Albertsons Cos. will immediately begin the process of paying the Special Dividend and amounts will be distributed as soon as practicable to stockholders of record as of the close of business on October 24, 2022.
Albertsons Cos. proposed merger with The Kroger Co. is continuing through required regulatory review, including seeking clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the federal securities laws. The forward-looking statements include our current expectations, assumptions, estimates and projections about the Special Dividend and the payment thereof. They include statements which the Company believes to be reasonable at this time. You can identify forward-looking statements by the use of words such as outlook, may, should, could, estimates, predicts, potential, continue, anticipates, believes, plans, expects, future and intends and similar expressions which are intended to identify forward-looking statements.
These statements are not guarantees of future performance and are subject to numerous risks and uncertainties which are beyond our control and difficult to predict and could cause actual results to differ materially from the results expressed or implied by the statements.
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements and risk factors. Forward-looking statements contained in this press release reflect our view only as of the date of this press release. We undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
In evaluating our forward-looking statements, you should carefully consider the risks and uncertainties more fully described in the Risk Factors section or other sections in our reports filed with the SEC.
Contacts
For Investor Relations, investor-relations@albertsons.com
For Media Relations, media@albertsons.com
Document and Entity Information |
Jan. 17, 2023 |
---|---|
Cover [Abstract] | |
Amendment Flag | false |
Entity Central Index Key | 0001646972 |
Document Type | 8-K |
Document Period End Date | Jan. 17, 2023 |
Entity Registrant Name | Albertsons Companies, Inc. |
Entity Incorporation State Country Code | DE |
Entity File Number | 001-39350 |
Entity Tax Identification Number | 47-4376911 |
Entity Address, Address Line One | 250 Parkcenter Blvd. |
Entity Address, City or Town | Boise |
Entity Address, State or Province | ID |
Entity Address, Postal Zip Code | 83706 |
City Area Code | (208) |
Local Phone Number | 395-6200 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Class A common stock, $0.01 par value |
Trading Symbol | ACI |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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