Subsequent Events (Notes)

4 Months Ended

Jun. 16, 2018

Subsequent Events [Abstract]

Subsequent Events - SUPERVALU UNFI Agreement

On July 25, 2018, SUPERVALU INC. (“SUPERVALU”), SUPERVALU Enterprises, Inc., a wholly owned subsidiary of SUPERVALU (“Enterprises”), United Natural Foods, Inc. (“UNFI”) and Jedi Merger Sub, Inc., a newly formed wholly owned subsidiary of UNFI (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing for the acquisition of the Company by UNFI.

The transaction will be effected through a merger of Merger Sub and (1) SUPERVALU, if the Merger (as defined below) is completed prior to the completion of the Holding Company reorganization, or (2) Enterprises, if the Merger (as defined below) is completed following the completion of the Holding Company reorganization (as used in this section, the “Company”). On the terms and subject to the conditions set forth in the Merger Agreement, at the closing of the transactions contemplated thereby (the “Closing”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of UNFI, and each outstanding share of the holding company’s common stock will be converted into the right to receive $32.50 per share in cash. The Merger Agreement contains certain termination rights, in which we may be required to pay UNFI a termination fee of $40.5 in certain circumstances.

For further information on the proposed Merger and Merger Agreement, please refer to the Merger Agreement, a copy of which has been filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on July 26, 2018.

The transaction is currently expected to be completed in the fourth quarter of calendar year 2018, subject to receipt of required regulatory approvals, shareholder approval and other customary closing conditions.