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Albertsons Companies, Inc. Form S-1/A Filed 2017-05-11

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Albertsons Companies, Inc. Form S-1/A Filed 2017-05-11 SECURITIES AND EXCHANGE COMMISSION FORM S-1/A General form of registration statement for all companies including face-amount certificate companies [amend] Filing Date: 2017-05-11 SEC Accession No. 0001193125-17-166558 (HTML Version on secdatabase.com) FILER Albertsons Companies, Inc. Mailing Address Business Address 250 PARKCENTER BLVD. 250 PARKCENTER BLVD. CIK:1646972| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 0215 BOISE ID 83706 BOISE ID 83706 Type: S-1/A | Act: 33 | File No.: 333-205546 | Film No.: 17832469 208-395-6200 SIC: 5411 Grocery stores Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As filed with the Securities and Exchange Commission on May 11, 2017 Registration No. 333205546 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 10 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Albertsons Companies, Inc. (Exact name of registrant as specified in its charter) Delaware 5411 47-4376911 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 250 Parkcenter Blvd. Boise, ID 83706 208-395-6200 (Address, including zip code, and telephone number, including area code, of registrants principal executive offices) Robert A. Gordon, Esq. Executive Vice President and General Counsel Albertsons Companies, Inc. 250 Parkcenter Blvd. Boise, ID 83706 (208) 395-6200 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Stuart D. Freedman, Esq. William M. Hartnett, Esq. Michael E. Gilligan, Esq. Jonathan A. Schaffzin, Esq. Antonio L. Diaz-Albertini, Esq. William J. Miller, Esq. Schulte Roth & Zabel LLP Cahill Gordon & Reindel LLP 919 Third Avenue 80 Pine Street New York, NY 10022 New York, NY 10005 Phone: (212) 756-2000 Phone: (212) 701-3000 Fax: (212) 593-5955 Fax: (212) 378-2500 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ (Do not check if a smaller reporting company) Smaller reporting company ☐ Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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. ☐ The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted. Subject to completion. Dated May 11, 2017 Shares Albertsons Companies, Inc. Common Stock This is an initial public offering of our common stock. The selling stockholders named in this prospectus are selling shares of our common stock. All of the shares of common stock are being sold by the selling stockholders. We will not receive any of the proceeds from the sale of common stock by the selling stockholders. We expect the initial public offering price to be between $ and $ per share. Currently, no public market exists for our common stock. We have been approved to list our common stock on the New York Stock Exchange (NYSE) under the symbol ABS. Investing in our common stock involves a high degree of risk. See Risk Factors beginning on page 21 of this prospectus to read the factors you should consider before buying shares of the common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Public offering price and proceeds to the selling stockholders $ $ Underwriting discount and commissions(1) $ $ (1) See Underwriting for a description of compensation payable to the underwriters. The company has agreed to pay all underwriting discounts and commissions, transfer taxes and transaction fees, if any, applicable to the sale of the common stock offered hereby and the fees and disbursements of counsel for the selling stockholders incurred in connection with the sale. The underwriters may also purchase up to an additional shares of common stock from the selling stockholders, at the initial public offering price, less the underwriting discount and commissions, within 30 days from the date of this prospectus. We will not receive any of the proceeds from the sale of common stock by the selling stockholders in this offering, including from any exercise by the underwriters of their option to purchase additional common stock. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The underwriters expect to deliver the shares of our common stock to investors against payment on or about , 2017 through the book-entry facilities of The Depository Trust Company. Goldman Sachs & Co. LLC BofA Merrill Lynch Citigroup Morgan Stanley Deutsche Bank Securities Credit Suisse Barclays Lazard Guggenheim Securities Jefferies RBC Capital Markets Wells Fargo Securities BMO Capital Markets SunTrust Robinson Humphrey Telsey Advisory Group Academy Securities Ramirez & Co., Inc. Blaylock Van, LLC The date of this prospectus is , 2017. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS Prospectus Page Prospectus Summary 1 Risk Factors 21 Special Note Regarding Forward-Looking Statements 47 Use of Proceeds 49 Dividend Policy 50 IPO-Related Transactions and Organizational Structure 51 Capitalization 53 Dilution 55 Selected Historical Financial Information of AB Acquisition 56 Supplemental Selected Historical Financial Information of Safeway 57 Unaudited Pro Forma Condensed Consolidated Financial Information 58 Managements Discussion and Analysis of Financial Condition and Results of Operations of AB Acquisition 63 Business 91 Management 111 Executive Compensation 123 Certain Relationships and Related Party Transactions 144 Principal and Selling Stockholders 151 Description of Capital Stock 154 Shares Eligible for Future Sale 160 Description of Indebtedness 163 Certain U.S. Federal Income and Estate Tax Considerations to Non-U.S. Holders 172 Underwriting 175 Legal Matters 182 Experts 182 Where You Can Find More Information 182 Index To Financial Statements F-1 Until , 2017 (25 days after the date of this prospectus), all dealers that buy, sell, or trade shares of our common stock, whether or not participating in this initial public offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. Unless indicated otherwise, the information included in this prospectus assumes that (i) the shares of common stock to be sold in this offering are sold at $ per share, which
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