SUPERVALU INC. (NYSE:SVU) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On October 10, 2018, SUPERVALU INC., a Delaware corporation (“SUPERVALU”), SUPERVALU Enterprises, Inc., a Delaware corporation and a wholly owned subsidiary of SUPERVALU (“SUPERVALU Enterprises”), United Natural Foods, Inc., a Delaware corporation (“UNFI”), and Jedi Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of UNFI (“Merger Sub”), entered into the First Amendment to Agreement and Plan of Merger (the “Amendment”), amending the Agreement and Plan of Merger by and among SUPERVALU, SUPERVALU Enterprises, UNFI and Merger Sub, dated as of July 25, 2018 (the “Merger Agreement”).
The Amendment provides that, at the effective time of the Merger, outstanding SUPERVALU restricted share awards, restricted stock unit awards, deferred share unit awards and performance share unit awards will be converted into UNFI awards payable, at UNFI’s election, in cash and/or an equal value in shares of common stock of UNFI in accordance with the terms of the Merger Agreement, as amended by the Amendment. The Merger Agreement had previously provided that such SUPERVALU equity awards would be converted into UNFI awards payable only in cash.
The description of the Amendment in this Form 8-K does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 2.1 to this Form 8-K and is incorporated herein by reference.
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Exhibit No. |
Description |
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First Amendment to Agreement and Plan of Merger, dated as of October 10, 2018, by and among SUPERVALU INC., SUPERVALU Enterprises, Inc., United Natural Foods, Inc. and Jedi Merger Sub, Inc. |
SUPERVALU INC ExhibitEX-2.1 2 s002467x1_ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “Amendment”) is made and entered into as of October 10,…To view the full exhibit click here
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.