8-K 1 d577402d8k.htm FORM 8-K Form 8-K












Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 10, 2018



Albertsons Companies, Inc.

(Exact Name of Registrant as Specified in Charter)




Delaware   333-205546   47-5579477

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

250 Parkcenter Blvd, Boise, ID    83706   
(Address of Principal Executive Offices)    (Zip Code)   

(208) 395-6200

(Registrant’s telephone number, including area code)


(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

          Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 8.01

Other Events

As previously disclosed, on August 8, 2018, Albertsons Companies, Inc. (the “Company”), Ranch Acquisition II LLC, Ranch Acquisition Corp and Rite Aid Corporation mutually terminated that certain Agreement and Plan of Merger, dated as of February 18, 2018 (the “Merger Agreement”). As a result of the termination of the Merger Agreement, on August 10, 2018, the Company issued a notice of redemption for all $750,000,000 aggregate principal amount of its Floating Rate Senior Secured Notes due 2024 (the “Notes”), with such redemption to occur on August 14, 2018 (the “Redemption Date”). The redemption price for the Notes is equal to 99.50% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Albertsons Companies, Inc.


August 10, 2018     By:  

/s/ Robert A. Gordon

    Name:   Robert A. Gordon
    Title:   Executive Vice President and General Counsel