Press Release

Albertsons Companies Announces Final Results of the Safeway Inc. and New Albertsons L.P. Tender Offers

Company Release - 6/7/2019 7:00 AM ET

BOISE, Idaho, June 07, 2019 (GLOBE NEWSWIRE) -- Albertsons Companies, Inc. (the "Company" or "Albertsons") today announced the final tender results for the previously announced tender offers (each offer a "Tender Offer" and collectively, the "Tender Offers") by its wholly-owned subsidiaries Safeway Inc. ("Safeway") and New Albertsons L.P. ("NALP" and, together with Safeway, the "Offerors"), to purchase for cash the debt securities listed in the table below (collectively, the "Securities" and each a "series"). The Tender Offers expired at 11:59 p.m., New York City time, on June 6, 2019 (the "Expiration Date").

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Issuer Title of Security  CUSIP
Number
Principal
Amount
Outstanding
Early
Tender
Payment
(1)(2)
Total
Consideration
(1)(2)(3)
Amount Tendered
after Early
Tender Date (1)
Total
Principal
Amount
Tendered
Maximum
Tender
Amount (1)
Safeway 7.250% Debentures due 2031 786514BA6 $289,119,000 $30.00 $953.75 $749,000 $27,020,000 $30,000,000
Safeway 7.450% Senior Debentures due 2027 786514AS8 $127,193,000 $30.00 $966.25 $195,000 $7,115,000 $15,000,000
NALP 6.625% Medium-Term Notes due 2028 01310QDB8 $117,572,000 $30.00 $875.00 $34,000 $60,980,000 $61,946,000
NALP 7.450% Senior Debentures due 2029 013104AF1 $542,561,000 $30.00 $957.50 $69,000 $179,971,000 $180,902,000
NALP 7.750% Debentures due 2026 013104AC8 $157,696,000 $30.00 $957.50 $106,000 $42,276,000 $43,170,000
NALP 8.000% Senior Debentures due 2031 013104AL8 $384,990,000 $30.00 $961.25 $80,000 $79,122,000 $80,042,000
NALP 8.700% Senior Debentures due 2030 013104AH7 $197,751,000 $30.00 $1,000.00 $10,000 $40,504,000 $41,494,000

(1)           As defined below.

(2)           Per $1,000 principal amount.

(3)           Inclusive of the Early Tender Payment. Accrued and unpaid interest up to, but not including, the Final Settlement Date (as defined below) will be paid in addition to the Late Tender Consideration (as defined below).

The Tender Offers consisted of offers to purchase for cash up to an aggregate principal amount of the Securities listed in the table above that would not result in an aggregate amount that all holders of any such series of Securities were entitled to receive for their Securities of such series that were validly tendered and accepted for purchase in such Tender Offer exceeding the applicable maximum tender amount set forth in the table above under the heading "Maximum Tender Amount" (the "Maximum Tender Amount"). The Maximum Tender Amount excludes accrued and unpaid interest.

The table above sets forth the aggregate principal amount of Securities of each series validly tendered by the Expiration Date, according to information provided by Global Bondholder Services Corporation, the depositary and information agent for the Tender Offers.

Holders of Securities who validly tendered their Securities after 5:00 p.m., New York City time, on May 22, 2019 (the "Early Tender Date"), but at or prior to the Expiration Date are eligible to receive only an amount equal to the applicable consideration set forth in the table above under the heading "Total Consideration" (the "Total Consideration") minus the amount set forth in the table above under the heading "Early Tender Payment" (the "Early Tender Payment") for any such Securities accepted for purchase (the "Late Tender Consideration"). Holders will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the last interest payment date up to, but not including, the Expiration Date in respect of the Securities tendered after the Early Tender Date.

The Offerors will accept for payment all such Securities tendered after the Early Tender Date and prior to the Expiration Date. The Offerors expect to make payment for all such accepted Securities on June 10, 2019 (the "Final Settlement Date"). In aggregate, the Offerors will spend $415,326,928.75 (excluding accrued and unpaid interest) to purchase Securities that were validly tendered and accepted for purchase by the Offerors in the Tender Offers.

Information Relating to the Tender Offers

BofA Merrill Lynch acted as the dealer manager for the Tender Offers. Holders with questions regarding the Tender Offers may contact BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 388-4813 (collect). Global Bondholder Services Corporation acted as the tender and information agent for the Tender Offers and can be contacted at (866) 470-3900 (toll-free) or (212) 430-3774 (collect).

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Securities and the Tender Offers do not constitute offers to buy or the solicitation of offers to sell Securities in any jurisdiction or in any circumstances in which such offers or solicitations are unlawful.

About Albertsons Companies

Albertsons Companies, Inc. is one of the largest food and drug retailers in the United States, with both a strong local presence and national scale. Albertsons Cos. operates stores across 34 states and the District of Columbia under 20 well-known banners including Albertsons, Safeway, Vons, Jewel-Osco, Shaw's, Acme, Tom Thumb, Randalls, United Supermarkets, Pavilions, Star Market, Haggen and Carrs, as well as meal kit company Plated based in New York City. Albertsons Cos. is committed to helping people across the country live better lives by making a meaningful difference, neighborhood by neighborhood. In 2018 alone, along with the Albertsons Companies Foundation, the Company gave over $262 million in food and financial support. These efforts helped millions of people in the areas of hunger relief, education, cancer research and treatment, programs for people with disabilities and veterans outreach.

Important Notice Regarding Forward-Looking Statements

This release may include forward-looking statements within the meaning of the federal securities laws. Forward-looking statements contain information about future operating or financial performance. Forward-looking statements are based on the Company's current expectations and assumptions about market conditions and its future operating performance which we believe to be reasonable at this time. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, as well as assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated. A further list and description of risks and uncertainties can be found in the Company's Annual Report on Form 10-K for the fiscal year ended February 23, 2019 filed with the Securities and Exchange Commission (the "SEC") and other documents that the Company may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

Melissa Plaisance
Albertsons Companies
925-226-5115
melissa.plaisance@albertsons.com

Source: Albertsons Companies