Form 8-K

0001193125-14-368827.txt : 20141015 0001193125-14-368827.hdr.sgml : 20141015 20141010125106 ACCESSION NUMBER: 0001193125-14-368827 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20141006 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141010 DATE AS OF CHANGE: 20141010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAFEWAY INC CENTRAL INDEX KEY: 0000086144 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 943019135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00041 FILM NUMBER: 141151890 BUSINESS ADDRESS: STREET 1: 5918 STONERIDGE MALL RD CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 9254673000 MAIL ADDRESS: STREET 1: 5918 STONERIDGE MALL ROAD CITY: PLEASANTON STATE: CA ZIP: 94588 FORMER COMPANY: FORMER CONFORMED NAME: SAFEWAY STORES INC DATE OF NAME CHANGE: 19900226 8-K 1 d803308d8k.htm FORM 8-K Form 8-K

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):

October 6, 2014

SAFEWAY INC.

(Exact name of registrant as specified in its charter)


Delaware	001-00041	94-3019135
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5918 Stoneridge Mall Road, Pleasanton, California		94588-3229
(Address of principal executive offices)		(Zip Code)

(925) 467-3000

(Registrant’s telephone number, including area code)

N/A

(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.

Supplemental Indentures

On October 6, 2014, after receiving the required majority consent from holders of $80.0 million of 3.4% Senior Notes due December 1, 2016 (“2016 Notes”), Safeway Inc. (“Safeway”) entered into a supplemental indenture to amend the change of control provision relating to these notes to remove the requirement to offer to repurchase the notes at $1,010 per $1,000 aggregate principal amount of notes, plus accrued and unpaid interest (“Repurchase Requirement”), in connection with the change of control resulting from the proposed acquisition of Safeway by Albertsons Holdings LLC (the “Merger”). On October 9, 2014, after receiving the required majority consent from holders of $100.0 million of 6.35% Senior Notes due August 15, 2017 (“2017 Notes”), Safeway entered into a supplemental indenture to amend the change of control provision relating to these notes to remove the Repurchase Requirement.

Following the Merger, the 2016 Notes and 2017 Notes and any of the $500.0 million of 5.00% Senior Notes due August 15, 2019 (“2019 Notes”) that remain outstanding will be secured by substantially all of the assets of Albertsons and Safeway and their respective subsidiaries on a pari passu basis with the new senior secured notes due 2022 that will be issued by Albertsons as part of the financing for the Merger (“Albertsons Notes”), and will be guaranteed, on the same basis as the Albertsons Notes, by Albertsons and Safeway and their respective subsidiaries. Following the Merger, other series of Safeway’s senior notes and debentures (the 3.95% Senior Notes due 2020, the 4.75% Senior Notes due 2021, the 7.45% Senior Debentures due 2027 and the 7.25% Senior Debentures due 2031) that remain outstanding will become equally and ratably secured by certain assets of Safeway and its subsidiaries on a pari passu basis with the 2016 Notes, 2017 Notes, 2019 Notes and Albertsons Notes, but will not be secured by the other assets of Safeway and Albertsons and their subsidiaries that will secure the 2016 Notes, 2017 Notes, 2019 Notes and Albertsons Notes.

The preceding description of the supplemental indentures is qualified in its entirety by reference to the supplemental indentures, copies of which are attached as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.



4.1		Supplemental Indenture dated as of October 6, 2014, between Safeway Inc. and The Bank of New York Mellon Trust Company, National Association, as trustee, under the Indenture, dated as of September 10, 1997, as amended and supplemented, with respect to Safeway’s 3.40% Notes due 2016.

4.2		Supplemental Indenture dated as of October 8, 2014, between Safeway Inc. and The Bank of New York Mellon Trust Company, National Association, as trustee, under the Indenture, dated as of September 10, 1997, as amended and supplemented, with respect to Safeway’s 6.35% Notes due 2017.

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.


	Safeway Inc.
	(Registrant)

Date: October 10, 2014	By:	/s/ Robert A. Gordon
		Robert A. Gordon
		Senior Vice President, Secretary & General Counsel

EXHIBIT INDEX


Exhibit No.		Exhibit Description

4.1		Supplemental Indenture dated as of October 6, 2014, between Safeway Inc. and The Bank of New York Mellon Trust Company, National Association, as trustee, under the Indenture, dated as of September 10, 1997, as amended and supplemented, with respect to Safeway’s 3.40% Notes Due 2016.

4.2		Supplemental Indenture dated as of October 8, 2014, between Safeway Inc. and The Bank of New York Mellon Trust Company, National Association, as trustee, under the Indenture, dated as of September 10, 1997, as amended and supplemented, with respect to Safeway’s 6.35% Notes Due 2017.

EX-4.1 2 d803308dex41.htm EX-4.1 EX-4.1

Exhibit 4.1

SAFEWAY INC.

SUPPLEMENTAL INDENTURE

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is entered into as of October 6, 2014, between Safeway Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, National Association, a bank duly organized and existing under the laws of the United States, as trustee (the “Trustee”), under that certain Indenture, dated as of September 10, 1997 (the “Original Indenture”), as amended and supplemented by that certain Officers’ Certificate Pursuant to Sections 2.2 and 10.4 of the Original Indenture, dated December 5, 2011 (the “Officers’ Certificate”), with respect to the Company’s 3.40% Notes Due 2016 (as so amended, the “Indenture”).

WHEREAS, pursuant to a Consent Solicitation Statement, dated September 22, 2014 (the “Consent Solicitation Statement”), of the Company, holders of a majority in aggregate principal amount of the Company’s 3.40% Notes Due 2016 (the “Requisite Consents”) have consented to the amendment of the Indenture reflected in Article Two hereto;

WHEREAS, the provisions of this Supplemental Indenture shall be applicable to the Company’s 3.40% Notes Due 2016 (the “Notes”) under the Indenture;

WHEREAS, pursuant to Section 9.2 of the Original Indenture, the Company and the Trustee may enter into this Supplemental Indenture with the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Notes; and

WHEREAS, the Company has duly authorized the execution and delivery of this Supplemental Indenture and has done all things necessary to make this Supplemental Indenture a valid agreement of the parties hereto, in accordance with its terms.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, and for the equal and proportionate benefit of the Holders of the Notes, the Company and the Trustee agree as follows:

Article One

Definitions and Other Provisions of General Application

Section 101. Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Indenture.

Section 102. Effects of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 103. Successors and Assigns. All covenants and agreements in this Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 104. Separability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 105. Benefits of Indenture. Nothing in this Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto, any Registrar, any Paying Agent, any Service Agent and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under the Indenture or this Supplemental Indenture.

Section 106. Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the law of the State of New York. This Supplemental Indenture is subject to the provisions of the TIA that are required to be part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.

Section 107. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Indenture.

Section 108. Effectiveness and Operativeness. This Supplemental Indenture shall take effect on the date hereof; however, Article Two of this Supplemental Indenture shall only become operative upon delivery by the Company to the Trustee of an Officers’ Certificate certifying that the Albertsons Acquisition (as defined in Article II hereto) has been consummated and the Company has paid the Consent Fee (as defined in the Consent Solicitation Statement) to the Holders of the Notes.

Section 109. Concerning the Trustee. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or to the recitals contained herein.

Section 110. Relation to the Indenture. This Supplemental Indenture supplements the Indenture and shall be a part and subject to all the terms thereof. Except as supplemented hereby, all of the terms, provisions and conditions of the Indenture and the Securities issued thereunder shall continue in full force and effect.

Article Two

Offer to Purchase Upon Change of Control Triggering Event

Section 2.01 The definition of “Change of Control” set forth in the Original Indenture, as amended and supplemented by the Officers’ Certificate, is hereby amended and restated as follows:

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of our properties or assets and those of our subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than us or one of our subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result

-2-

of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than us or one of our subsidiaries) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of our voting stock or other voting stock into which our voting stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; or (3) the first day on which a majority of the members of our Board of Directors are not continuing directors; provided that in no event shall the Albertsons Acquisition constitute a Change of Control hereunder. Notwithstanding the foregoing, a transaction will not be deemed to involve a change of control if (1) we become a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of our voting stock immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding company.

Section 2.02. Article I of the Original Indenture is hereby amended by adding the following definition:

“Albertsons Acquisition” means the merger of Saturn Merger Acquisition Sub, Inc. with and into Safeway Inc., pursuant to the Agreement and Plan of Merger dated as of March 6, 2014, as amended, by and Albertson’s Holdings LLC, Saturn Merger Acquisition Sub, Inc., Safeway Inc. and AB Acquisition LLC.

[Signature Page Follows]

-3-

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

SAFEWAY INC.,

as Company


By:		/s/ Peter J. Bocian
		Name: Peter J. Bocian
		Title: Executive Vice President and Chief Financial Officer

THE BANK OF NEW YORK MELLON TRUST COMPANY,

NATIONAL ASSOCIATION,

as Trustee


By:		/s/ Melonee Young
		Name: Melonee Young
		Title: Vice President

EX-4.2 3 d803308dex42.htm EX-4.2 EX-4.2

Exhibit 4.2

SAFEWAY INC.

SUPPLEMENTAL INDENTURE

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is entered into as of October 8, 2014, between Safeway Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, National Association, a bank duly organized and existing under the laws of the United States, as trustee (the “Trustee”), under that certain Indenture, dated as of September 10, 1997 (the “Original Indenture”), as amended and supplemented by that certain Officers’ Certificate Pursuant to Sections 2.2 and 10.4 of the Original Indenture, dated August 17, 2007 (the “Officers’ Certificate”), with respect to the Company’s 6.35% Notes Due 2017 (as so amended, the “Indenture”).

WHEREAS, pursuant to a Consent Solicitation Statement, dated September 22, 2014 (the “Consent Solicitation Statement”), of the Company, holders of a majority in aggregate principal amount of the Company’s 6.35% Notes Due 2017 (the “Requisite Consents”) have consented to the amendment of the Indenture reflected in Article Two hereto;

WHEREAS, the provisions of this Supplemental Indenture shall be applicable to the Company’s 6.35% Notes Due 2017 (the “Notes”) under the Indenture;

Article One

Definitions and Other Provisions of General Application

Section 101. Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Indenture.

Section 102. Effects of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 103. Successors and Assigns. All covenants and agreements in this Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 109. Concerning the Trustee. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or to the recitals contained herein.

Article Two

Offer to Purchase Upon Change of Control Triggering Event

Section 2.01 The definition of “Change of Control” set forth in the Original Indenture, as amended and supplemented by the Officers’ Certificate, is hereby amended and restated as follows:

-2-

Section 2.02. Article I of the Original Indenture is hereby amended by adding the following definition:

[Signature Page Follows]

-3-

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

SAFEWAY INC.,

as Company


By:		/s/ Bradley S. Fox
		Name: Bradley S. Fox
		Title: Vice President and Treasurer

THE BANK OF NEW YORK MELLON TRUST COMPANY,

NATIONAL ASSOCIATION,

as Trustee


By:		/s/ Melonee Young
		Name: Melonee Young
		Title: Vice President