SUPERVALU INC. (NYSE:SVU) Files An 8-K Completion of Acquisition or Disposition of Assets

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SUPERVALU INC. (NYSE:SVU) Files An 8-K Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets.

On June 23, 2017, SUPERVALU INC. (Supervalu) completed the
acquisition of Unified Grocers, Inc. (Unified), to the terms of the
previously announced Agreement and Plan of Merger dated April 10,
2017 (the Merger Agreement) by and among Supervalu, West
Acquisition Corporation, a wholly owned subsidiary of Supervalu
(Merger Sub), and Unified. Supervalu acquired Unified in a
transaction valued at $390 million, comprised of $114 million in
cash for 50% of the outstanding stock of Unified plus the
assumption and payoff of Unifieds net debt of $276 million at
closing.
At the closing of the transaction, Merger Sub merged with and into
Unified. As a result of the transaction, Unified became a wholly
owned subsidiary of Supervalu and the shares of Unified were
converted into the right to receive from Supervalu $114 million in
cash in the aggregate.
The foregoing description of the Merger Agreement does not purport
to be complete, and is qualified in its entirety by reference to
the full text of the Merger Agreement, which was filed as Exhibit
2.1 to the Form 8-K filed by Supervalu with the Securities and
Exchange Commission on April 11, 2017.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June 23, 2017, Bruce H. Besanko gave notice of intention to
resign from his positions as Executive Vice President, Chief
Operating Officer and Chief Financial Officer of SUPERVALU INC.
effective July 5, 2017 to pursue an opportunity outside
Supervalu. Supervalu announced the appointment of Rob N. Woseth
as Interim Chief Financial Officer and David W. Johnson as
Interim Chief Accounting Officer, effective July 6, 2017, while
Supervalu completes a search for a permanent chief financial
officer. Supervalu does not currently intend to fill the position
of chief operating officer.
Mr. Woseth, age 46, is Executive Vice President, Chief Strategy
Officer, of Supervalu, a position he has held since March 2013
and that he will retain while he serves as Interim Chief
Financial Officer. Prior to joining Supervalu, Mr. Woseth served
as Vice President Business Development and Strategy at
Albertson’s LLC from 2006-2013.
Mr. Johnson, age 46, is Vice President, Controller of Supervalu,
a position he has held since April 2013 and that he will retain
while he serves as Interim Chief Accounting Officer. Mr. Johnson
previously served as Senior Director, Assistant Controller, from
2011-2012 and Vice President, Assistant Controller from 2012 to
April 2013.
On June 26, 2017, Supervalu issued a press release announcing Mr.
Besankos intention to resign, which is filed herewith as Exhibit
99.2.
Item 8.01. Other Events.
On June 23, 2017, Supervalu issued a press release announcing the
completion of the acquisition, a copy of which is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
In accordance with Item 9.01(a)(4), the financial statements
required by Item 9.01(a) of Form 8-K will be filed by amendment to
this Current Report on Form 8-K no later than September 8, 2017,
the last business day within 71 calendar days after the required
filing date for the relevant items of this Current Report on Form
8-K.
(b) Pro Forma Financial Information.
to Item 9.01(b)(2), the pro forma financial information required by
Item 9.01(b) of Form 8-K will be filed by amendment to this Current
Report on Form 8-K no later than September 8, 2017, the last
business day within 71 calendar days after the required filing date
for the relevant items of this Current Report on Form 8-K.
(c) Not applicable.
(d) Exhibits.

Exhibit Number

Description
99.1
Press Release of SUPERVALU INC., dated June 23, 2017.
99.2
Press Release of SUPERVALU INC., dated June 26, 2017.
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SUPERVALU INC Exhibit
EX-99.1 2 f18unifiedgrocersacqclsex991.htm EX-99.1 Exhibit Exhibit 99.1SUPERVALU Completes Acquisition of Unified GrocersMINNEAPOLIS,…
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About SUPERVALU INC. (NYSE:SVU)

Supervalu Inc. is a wholesale distributor to independent retail customers across the United States. The Company’s segments include Wholesale and Retail. The Company offers a range of advertised brand name and private-label products, including grocery (both perishable and nonperishable), general merchandise and home, health and beauty care, and pharmacy, which are sold through Company-operated and licensed Retail stores to shoppers and through its Wholesale segment to independent retail customers. The Company’s Wholesale segment provides wholesale distribution of products to independent retail customers. Wholesale is organized and operated through two geographic regions: East and West. As of February 27, 2016, the Company conducted its Retail operations through a total of 200 stores primarily organized under five regionally-based retail banners of Cub Foods, Shoppers Food & Pharmacy, Shop ‘n Save, Farm Fresh and Hornbacher’s, as well as two Rainbow and two County Market stores.