ALBERTSONS COMPANIES, INC.
250 Parkcenter Blvd.
Boise, Idaho 83706
April 6, 2018
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Mara L. Ransom
Re: | Albertsons Companies, Inc. |
Withdrawal of Registration Statement on Form S-1, File No. 333-205546
Dear Ms. Ransom:
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the Securities Act), Albertsons Companies, Inc. (the Company) hereby respectfully requests that the Securities and Exchange Commission (the Commission) consent to the withdrawal of its Registration Statement on Form S-1, File No. 333-205546 (together with all exhibits thereto, the Registration Statement), effective as of the date hereof or at the earliest practicable date hereafter. The Registration Statement was initially filed by the Company on July 8, 2015, and most recently amended on November 8, 2017. The Registration Statement has not been declared effective by the Commission and the Company confirms that no securities have been sold pursuant to the Registration Statement.
The Company has determined not to pursue the initial public offering to which the Registration Statement relates because it entered into an Agreement and Plan of Merger, dated as of February 18, 2018, by and among the Company, Rite Aid Corporation, Ranch Acquisition Corp. and Ranch Acquisition Corp II LLC.
The Company requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.
If you have any questions or require any further information, please contact the Companys counsel, Stuart D. Freedman of Schulte Roth & Zabel LLP, at (212) 756-2407.
Sincerely,
ALBERTSONS COMPANIES, INC. |
/s/ Robert A. Gordon |
Robert A. Gordon Executive Vice President, General Counsel & Secretary |
CC: | Lisa M. Kohl, the Securities and Exchange Commission |
Jennifer López, the Securities and Exchange Commission
Donna Di Silvio, the Securities and Exchange Commission
William Thompson, the Securities and Exchange Commission
Robert B. Larson, Albertsons Companies, Inc.
Stuart D. Freedman, Schulte Roth & Zabel LLP
Michael E. Gilligan, Schulte Roth & Zabel LLP
Antonio Diaz-Albertini, Schulte Roth & Zabel LLP