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): April 18, 2007

STATER BROS. HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Commission file number 001-13222

Delaware	33-0350671
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

21700 Barton Road Colton, California	92324
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (909) 783-5000

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:

¨ 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 8.01. Other Events.

On April 18, 2007, Stater Bros. Holdings Inc. issued a press release entitled “Stater Bros. Holdings Inc. Completes $285 Million Senior Notes Offering.” A copy of this press release is attached hereto as exhibit 99.1, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release, dated as of April 18, 2007, entitled “Stater Bros. Holdings Inc. Completes $285 Million Senior Notes Offering.”

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 thereunto duly authorized.

Stater Bros. Holdings Inc.
	/s/ Phillip J. Smith
By:	Phillip J. Smith
	Executive Vice President and Chief Financial Officer

Date: April 18, 2007

EXHIBIT INDEX

Exhibit	Description
99.1	Press release, dated as of April 18, 2007, entitled “Stater Bros. Holdings Inc. Completes $285 Million Senior Notes Offering.”

EX-99.1

Exhibit 99.1

Stater Bros. Holdings Inc. Completes $285 Million Senior Notes Offering

Colton, California, April 18, 2007 — Stater Bros. Holdings Inc. (“Stater Bros.”) announced today that it has completed the sale of $285 million in aggregate principal amount of 7  ³/4% senior notes due April 15, 2015 (the “New Senior Notes”) in a private offering. Stater Bros. will use the net proceeds of the offering to, among other things, redeem all $175 million in aggregate principal amount of its outstanding Floating Rate Senior Notes due 2010 (the “Floating Rate Notes”) after June 15, 2007, pay costs related to the construction of its new distribution center and corporate offices, purchase $15 million in aggregate value of its Class A Common Stock, and pay a $5 million dividend to La Cadena Investments, its sole shareholder. Stater Bros. expects to use any remaining net proceeds of the offering of the New Senior Notes for general corporate purposes.

The New Senior Notes were offered and sold to qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in reliance on Regulation S under the Securities Act. The New Senior Notes have not been registered under the Securities Act. Therefore, the New Senior Notes may not be offered or sold absent registration under the Securities Act or an exemption from the registration requirements of the Securities Act and any applicable state or jurisdictional securities laws.

This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the New Senior Notes, nor has there been any sale of the New Senior Notes in any jurisdiction in which any such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Forward Looking Statements

This press release contains statements regarding beliefs and expectations of the outcome of future events that are forward-looking statements as defined within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Factors that could cause results to differ are described in filings made from time to time by Stater Bros. with the Securities and Exchange Commission. Stater Bros. takes no responsibility for updating the information contained in this press release following the date hereof to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.