Obligation Albertsons Companies Inc 4.875% ( US013092AE14 ) en USD

Albertsons Companies Inc

95 % ⇌

Etas-Unis

US013092AE14 ( en USD )

4.875% par an ( paiement semestriel )

14/02/2030

Prospectus brochure de l'obligation Albertsons Companies Inc US013092AE14 en USD 4.875%, échéance 14/02/2030

1 000 USD

1 000 000 000 USD

013092AE1

BB+ ( Spéculatif )

Ba2 ( Spéculatif )

15/08/2025 ( Dans 108 jours )

Albertsons Companies Inc. est une société américaine de vente au détail d'alimentation qui exploite des supermarchés, des pharmacies et des magasins de proximité sous plusieurs bannières, notamment Safeway, Albertsons, Vons, et Jewel-Osco.

L'Obligation émise par Albertsons Companies Inc ( Etas-Unis ) , en USD, avec le code ISIN US013092AE14, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/02/2030

L'Obligation émise par Albertsons Companies Inc ( Etas-Unis ) , en USD, avec le code ISIN US013092AE14, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Albertsons Companies Inc ( Etas-Unis ) , en USD, avec le code ISIN US013092AE14, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

EX-4.3
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EX-4.3 3 d856454dex43.htm EX-4.3
Exhibit 4.3
Execution Version
ALBERTSONS COMPANIES, INC.,
NEW ALBERTSONS L.P.,
SAFEWAY INC. and
ALBERTSON'S LLC,
as Issuers
and the Guarantors party hereto from time to time
4.875% Senior Notes due 2030
INDENTURE
Dated as of February 5, 2020
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
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TABLE OF CONTENTS
Page
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01.
Definitions
1
SECTION 1.02.
Other Definitions
31
SECTION 1.03.
[Reserved]
32
SECTION 1.04.
Rules of Construction
32
ARTICLE 2
THE SECURITIES
SECTION 2.01.
Amount of Securities; Issuable in Series
33
SECTION 2.02.
Form and Dating
34
SECTION 2.03.
Execution and Authentication
34
SECTION 2.04.
Registrar and Paying Agent
35
SECTION 2.05.
Paying Agent to Hold Money in Trust
36
SECTION 2.06.
Holder Lists
36
SECTION 2.07.
Transfer and Exchange
36
SECTION 2.08.
Replacement Securities
37
SECTION 2.09.
Outstanding Securities
37
SECTION 2.10.
Temporary Securities
37
SECTION 2.11.
Cancellation
38
SECTION 2.12.
Defaulted Interest
38
SECTION 2.13.
CUSIP Numbers, ISINs, etc.
38
SECTION 2.14.
Calculation of Specified Percentage of Securities
38
ARTICLE 3
REDEMPTION
SECTION 3.01.
Redemption
38
SECTION 3.02.
Applicability of Article
39
SECTION 3.03.
Notices to Trustee
39
SECTION 3.04.
Selection of Securities to Be Redeemed
39
SECTION 3.05.
Notice of Optional Redemption
39
SECTION 3.06.
Effect of Notice of Redemption
40
SECTION 3.07.
Deposit of Redemption Price
40
SECTION 3.08.
Securities Redeemed in Part
41
ARTICLE 4
COVENANTS
SECTION 4.01.
Payment of Securities
41
SECTION 4.02.
Reports
41
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SECTION 4.03.
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
43
SECTION 4.04.
Limitation on Restricted Payments
48
SECTION 4.05.
[Reserved]
55
SECTION 4.06.
Asset Sales
55
SECTION 4.07.
Transactions with Affiliates
58
SECTION 4.08.
Change of Control Triggering Event
61
SECTION 4.09.
Compliance Certificate
63
SECTION 4.10.
[Reserved]
63
SECTION 4.11.
Subsidiary Guarantees
63
SECTION 4.12.
Limitation on Liens
63
SECTION 4.13.
Maintenance of Office or Agency
64
SECTION 4.14.
Applicability and Discharge of Covenants
64
ARTICLE 5
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 5.01.
Company May Consolidate, Etc., Only on Certain Terms
64
SECTION 5.02.
Successor Issuer Substituted
65
SECTION 5.03.
Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms
65
ARTICLE 6
DEFAULTS AND REMEDIES
SECTION 6.01.
Events of Default
65
SECTION 6.02.
Acceleration
67
SECTION 6.03.
Other Remedies
68
SECTION 6.04.
Waiver of Past Defaults
68
SECTION 6.05.
Control by Majority
68
SECTION 6.06.
Limitation on Suits
68
SECTION 6.07.
Right of the Holders to Receive Payment
69
SECTION 6.08.
Collection Suit by Trustee
69
SECTION 6.09.
Trustee May File Proofs of Claim
69
SECTION 6.10.
Priorities
70
SECTION 6.11.
Undertaking for Costs
70
ARTICLE 7
TRUSTEE
SECTION 7.01.
Duties of Trustee
70
SECTION 7.02.
Rights of Trustee
71
SECTION 7.03.
Individual Rights of Trustee
73
SECTION 7.04.
Trustee's Disclaimer
73
SECTION 7.05.
Notice of Defaults
73
SECTION 7.06.
[Reserved]
73
SECTION 7.07.
Compensation and Indemnity
73
SECTION 7.08.
Replacement of Trustee
74
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SECTION 7.09.
Successor Trustee by Merger
75
SECTION 7.10.
Eligibility; Disqualification
75
SECTION 7.11.
Preferential Collection of Claims Against the Issuers
75
ARTICLE 8
DISCHARGE OF INDENTURE; DEFEASANCE
SECTION 8.01.
Satisfaction and Discharge of Indenture
76
SECTION 8.02.
Application of Trust Money
77
SECTION 8.03.
Applicability of Article
77
SECTION 8.04.
Defeasance Upon Deposit of Money or U.S. Government Obligations
77
SECTION 8.05.
Deposited Moneys and U.S. Government Obligations To Be Held in Trust
78
SECTION 8.06.
Repayment to Issuers
78
ARTICLE 9
AMENDMENTS AND WAIVERS
SECTION 9.01.
Without Consent of the Holders
79
SECTION 9.02.
With Consent of the Holders
80
SECTION 9.03.
[Reserved]
80
SECTION 9.04.
[Reserved]
80
SECTION 9.05.
Revocation and Effect of Consents and Waivers
80
SECTION 9.06.
Notation on or Exchange of Securities
81
SECTION 9.07.
Trustee to Sign Amendments
81
SECTION 9.08.
Additional Voting Terms; Calculation of Principal Amount
81
ARTICLE 10
GUARANTEES
SECTION 10.01.
Guarantees
82
SECTION 10.02.
Limitation on Liability
83
SECTION 10.03.
Successors and Assigns
84
SECTION 10.04.
No Waiver
84
SECTION 10.05.
Modification
84
SECTION 10.06.
Execution of Supplemental Indenture for Future Guarantors
84
SECTION 10.07.
Non-Impairment
84
SECTION 10.08.
Release of a Subsidiary Guarantor
84
ARTICLE 11
MISCELLANEOUS
SECTION 11.01.
[Reserved]
85
SECTION 11.02.
Notices
85
SECTION 11.03.
Communication by the Holders with Other Holders
86
SECTION 11.04.
Certificate and Opinion as to Conditions Precedent
86
SECTION 11.05.
Statements Required in Certificate or Opinion
86
SECTION 11.06.
When Securities Disregarded
87
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SECTION 11.07.
Rules by Trustee, Paying Agent and Registrar
87
SECTION 11.08.
Legal Holidays
87
SECTION 11.09.
Governing Law
87
SECTION 11.10.
No Recourse Against Others
87
SECTION 11.11.
Successors
87
SECTION 11.12.
Multiple Originals
88
SECTION 11.13.
Table of Contents; Headings
88
SECTION 11.14.
Indenture Controls
88
SECTION 11.15.
Severability
88
SECTION 11.16.
Waiver of Jury Trial
88
Appendix A

Provisions Relating to Securities
EXHIBIT INDEX
Exhibit A

Form of Security
Exhibit B

Form of Transferee Letter of Representation
Exhibit C

Form of Supplemental Indenture
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INDENTURE, dated as of February 5, 2020, among ALBERTSONS COMPANIES, INC., a Delaware corporation (the
"Company"), NEW ALBERTSONS L.P., a Delaware limited partnership ("NALP"), SAFEWAY INC., a Delaware corporation
("Safeway"), and ALBERTSON'S LLC, a Delaware limited liability company ("Albertsons," together with Safeway and NALP, each a
"Co-Issuer" and collectively, the "Co-Issuers" and together with the Company, each an "Issuer" and collectively, the "Issuers"), the
Guarantors from time to time party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as
trustee (in such capacity, together with its successors and assigns in such capacity, the "Trustee").
W I T N E S S E T H
WHEREAS, each of the Issuers has duly authorized the execution and delivery of this Indenture;
NOW, THEREFORE, each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit
of the Holders of (a) $1,000,000,000 aggregate principal amount of the Issuers' 4.875% Senior Notes due February 15, 2030 (the
"Original Securities") issued on the date hereof and (b) any Additional Securities that may be issued after the date hereof in the form of
Exhibit A (all such securities in clauses (a) and (b) being referred to collectively as the "Securities"). Subject to the conditions and
compliance with the covenants set forth herein, the Issuers may issue an unlimited aggregate principal amount of Additional Securities.
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01. Definitions.
"ABL Facility" means the asset-based credit facilities as in effect on the Issue Date or any subsequent asset-based credit
facility entered into, in each case, with the related documents thereto, as amended, extended, renewed, restated, refunded, replaced,
refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions,
covenants and other provisions) from time to time, and any one or more agreements (and related documents) governing Indebtedness,
including indentures, incurred to refinance, substitute, supplement, replace or add to (including increasing the amount available for
borrowing (provided that such increase is permitted under Section 4.03) or adding or removing any Person as a borrower, issuer or
guarantor thereunder, in whole or in part), the borrowings and commitments then outstanding or permitted to be outstanding under such
ABL Facility or one or more successors to the ABL Facility or one or more new credit agreements and whether with the same or any other
agent, lender or group of lenders or holders. Without limiting the generality of the foregoing, the term "ABL Facility" shall include any
agreement or instrument (1) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (2) adding additional
borrowers or guarantors thereunder, (3) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder
(provided that such increase is permitted under Section 4.03) or (4) otherwise altering the terms and conditions thereof.
"Acquired Indebtedness" means, with respect to any specified Person:
(1) Indebtedness of any other Person existing at the time such other Person (a) is merged with or into (or consolidated
or otherwise combined with the Company or any Restricted Subsidiary) or (b) became a Restricted Subsidiary of such specified
Person, and
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(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person,
in each case, including Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of
the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted
Subsidiary became a Restricted Subsidiary or was otherwise acquired by such Person, or such asset was acquired by such Person, as
applicable.
"Additional Assets" means:
(1) any property or assets (other than Equity Interests) used or to be used by the Company, a Restricted Subsidiary or
otherwise useful in a Similar Business (it being understood that capital expenditures on property or assets already used in a
Similar Business or to replace any property or assets that are the subject of such asset disposition shall be deemed an investment
in Additional Assets);
(2) the Equity Interests of a Person that is engaged in a Similar Business and becomes a Restricted Subsidiary as a
result of the acquisition of such Capital Stock by the Company or a Restricted Subsidiary of the Company; or
(3) any Permitted Investment.
"Additional Securities" means Securities issued from time to time under this Indenture subsequent to the Issue Date.
"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative
meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise.
"Albertsons" means the party named as such in the preamble to this Indenture until a successor replaces it and, thereafter,
means the successor.
"Appendix" means Appendix A attached hereto.
"Applicable Premium" means, with respect to any Security on any applicable redemption date, the greater of:
(1) 1.0% of the then outstanding principal amount of the Security; and
(2) the excess of:
(a) the present value at such redemption date of (i) the redemption price of the Security at February 15, 2025
as set forth in Paragraph 5 of the applicable Security plus (ii) all required interest payments due on such Security through
February 15, 2025 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as
of such redemption date plus 50 basis points; over
(b) the then outstanding principal amount of the Security,
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in each case, as calculated by the Issuers or on behalf of the Issuers by such Persons as the Issuers may designate.
The Trustee shall not be responsible for calculating or verifying the calculation of the Applicable Premium.
"Asset Sale" means the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of
related transactions) of property or assets (including by way of a Sale and Lease-Back Transaction) of the Company or any Restricted
Subsidiary of the Company (in each case, other than Equity Interests of the Company and other than to the Company or another Restricted
Subsidiary of the Company) (each referred to in this definition as a "disposition"), other than:
(a) a disposition of cash, Cash Equivalents or Investment Grade Securities;
(b) the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to
Section 5.01 or any disposition that constitutes a Change of Control;
(c) any Restricted Payment or Permitted Investment that is not prohibited to be made under Section 4.04;
(d) any disposition of assets of the Company or any Restricted Subsidiary or disposition of Equity Interests of any
Restricted Subsidiary in a single transaction or series of related transactions with an aggregate Fair Market Value of less than
$50 million;
(e) dispositions of Divested Properties;
(f) dispositions of assets received by the Company or any of its Restricted Subsidiaries upon the foreclosure on a
Lien;
(g) any disposition of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;
(h) dispositions of inventory and other assets in the ordinary course of business (including the lapse and abandonment
of intellectual property) or dispositions of obsolete or surplus assets, worn out assets or assets no longer useful in the conduct of
business of the Company and its Restricted Subsidiaries;
(i) the lease, assignment or sublease of any real or personal property consistent with past practice;
(j) a sale of accounts receivable and related assets of the type specified in the definition of "Receivables Financing" to
a Receivables Subsidiary in a Qualified Receivables Financing or in factoring or similar transactions;
(k) a transfer of accounts receivable and related assets of the type specified in the definition of "Receivables
Financing" (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Financing;
(l) any exchange of assets for assets (including a combination of assets and Cash Equivalents) related to a Similar
Business of comparable or greater market value or usefulness to
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the business of the Company and its Restricted Subsidiaries as a whole, as determined in good faith by the Company;
(m) the grant of any license or sublicense of patents, trademarks, know-how and any other intellectual property or
other general intangibles;
(n) the sale of any property in a Sale and Lease-Back Transaction otherwise not prohibited under this Indenture;
(o) dispositions in connection with the granting or enforcement of Permitted Liens;
(p) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary
course of business or in bankruptcy or similar proceedings;
(q) any disposition of assets that were subject to disposition pursuant to a binding agreement as of the Issue Date;
(r) the sale or discount (with or without recourse, and on customary or commercially reasonable terms and for credit
management purposes) of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or
exchange of accounts receivable for notes receivable;
(s) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to
a Person (other than the Company or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom
such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made
as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;
(t) (i) dispositions of property to the extent that such property is exchanged for credit against the purchase price of
similar replacement property that is promptly purchased, (ii) dispositions of property to the extent that the proceeds of such
disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually
promptly purchased) and (iii) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding
any boot thereon) for use in a Similar Business;
(u) dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to
customary buy/sell arrangements between, the parties to such joint venture set forth in joint venture arrangements and similar
binding arrangements;
(v) any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of
any kind; and
(w) the unwinding of any Hedging Obligations pursuant to the terms of the documentation governing such Hedging
Obligations.
"Bankruptcy Code" means Title 11 of the United States Code, as amended.
"Bankruptcy Law" means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.
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"Board of Directors" means, as to any Person, the board of directors or managers, as applicable, of such Person (or, if
such Person is a partnership or limited liability company, the board of directors or other governing body of the general partner or
managing member of such Person) or any duly authorized committee thereof.
"Borrowing Base" means the sum of (i) 92.5% of the book value (calculated in accordance with GAAP as in effect at
such time) of the inventory of the Company and its Subsidiaries, (ii) 90% of the book value (calculated in accordance with GAAP as in
effect at such time) of the accounts receivable of the Company and its Subsidiaries (in the case of clauses (i) and (ii) above, using amounts
reflected on the most recent available consolidated balance sheet of the Company and its Subsidiaries (it being understood that the
inventory and accounts receivable of an acquired business may be included if such acquisition has been completed on or prior to the date
of determination)) and (iii) 100% of unrestricted cash of the Company and its Subsidiaries (as shown on the most recent balance sheet of
the Company and its Subsidiaries).
"Business Day" means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or
required by law to close in New York City, or with respect to payments, the place of payment.
"Capital Stock" means:
(1) in the case of a corporation, corporate stock;
(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock;
(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or
limited); and
(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.
"Cash Contribution Amount" means the aggregate amount of cash contributions made to the capital of any Issuer or any
Subsidiary Guarantor as described in the definition of "Contribution Indebtedness."
"Cash Equivalents" means:
(1) U.S. Dollars, pounds sterling, euros, the national currency of any participating member state of the European
Union or, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in
the ordinary course of business;
(2) securities issued or directly and fully guaranteed or insured by the government of the United States or any country
that is a member of the European Union or any agency or instrumentality thereof in each case with maturities not exceeding two
years from the date of acquisition;
(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date
of acquisition, bankers' acceptances, in each case with maturities not exceeding one year, and overnight bank deposits, in each
case with any commercial bank having capital and surplus in excess of $500 million, or the foreign currency equivalent thereof,
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