Supervalu Inc Sample Contracts

Supervalu Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SUPERVALU INC. (October 22nd, 2018)

SECOND:  The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, 19801.  The name of its registered agent at that address is The Corporation Trust Company.

Supervalu Inc – BY-LAWS OF SUPERVALU INC. A Delaware corporation Effective October 22, 2018 (October 22nd, 2018)
Supervalu Inc – News Release (October 18th, 2018)

MINNEAPOLIS, MN, October 18, 2018 /PRNewswire/ – SUPERVALU INC. (NYSE: SVU) (“SUPERVALU”) announced that at a special meeting of stockholders held today, stockholders of SUPERVALU approved the proposed acquisition of SUPERVALU by United Natural Foods, Inc. (NASDAQ: UNFI) (“UNFI”).

Supervalu Inc – FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (October 10th, 2018)

This First Amendment (this “Amendment”) is made and entered into as of October 10, 2018, by and among SUPERVALU INC., a Delaware corporation (“SUPERVALU”), SUPERVALU Enterprises, Inc., a Delaware corporation and a Wholly Owned Subsidiary of SUPERVALU (“SUPERVALU Enterprises”), United Natural Foods, Inc., a Delaware corporation (“Parent”), and Jedi Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub,” and, together with SUPERVALU, SUPERVALU Enterprises and Parent, the “Parties,” and each, a “Party”), and amends the Agreement and Plan of Merger, dated as of July 25, 2018 (the “Agreement”), by and among the Parties.  Capitalized terms not otherwise defined in this Amendment shall have the respective meanings set forth in the Agreement.

Supervalu Inc – SUPERVALU INC. 11840 Valley View Road Eden Prairie, Minnesota 55344 (July 31st, 2018)
Supervalu Inc – SUPERVALU Announces Agreement with Blackwells Capital (July 31st, 2018)

MINNEAPOLIS – July 31, 2018 – SUPERVALU INC. (NYSE:SVU) today announced that it has entered into an agreement with Blackwells Capital.

Supervalu Inc – News Release (July 26th, 2018)

PROVIDENCE, R.I. and MINNEAPOLIS, July 26, 2018 /PRNewswire/ -- United Natural Foods, Inc. (NASDAQ: UNFI) and SUPERVALU INC. (NYSE: SVU) today announced that they have entered into a definitive agreement under which UNFI will acquire SUPERVALU for $32.50 per share in cash, or approximately $2.9 billion, including the assumption of outstanding debt and liabilities.

Supervalu Inc – AGREEMENT AND PLAN OF MERGER by and among SUPERVALU INC., SUPERVALU ENTERPRISES, INC., UNITED NATURAL FOODS, INC. and JEDI MERGER SUB, INC. Dated as of July 25, 2018 (July 26th, 2018)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 25, 2018, is by and among SUPERVALU INC., a Delaware corporation (“SUPERVALU”), SUPERVALU Enterprises, Inc., a Delaware corporation and a Wholly Owned Subsidiary of SUPERVALU (“SUPERVALU Enterprises”), United Natural Foods, Inc., a Delaware corporation (“Parent”), and Jedi Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub,” and, together with SUPERVALU, SUPERVALU Enterprises and Parent, the “Parties,” and each, a “Party”).

Supervalu Inc – Associated Grocers of Florida, Inc. and Subsidiaries Condensed Consolidated Balance Sheets - Unaudited November 18, 2017 July 29,2017 Assets Current assets: Cash $ 659,629 $ 8,440,211 Accounts receivable, net of allowance for doubtful accounts of $1,119,799 and $1,087,820, respectively 53,348,334 35,439,475 Current portion of notes receivable, net of allowance for doubtful notes of $74,351 and $74,351, respectively 2,149,642 2,115,778 Inventories 47,273,443 35,438,783 Prepaid expenses 1,426,623 1,101,289 Deferred income taxes 1,110,885 1,110,885 Properties held for sale 17,130,096 17,151,824 T (June 12th, 2018)

Nature of business: Associated Grocers of Florida, Inc. and Subsidiaries (the Company) is a Florida corporation, operating primarily on a cooperative basis and is owned by its members who are grocery retailers. The Company operates as a wholesale distributor for food products as well as certain nonfood products, household and personal care items usually sold by retail supermarkets and convenience stores located throughout the state of Florida, the Caribbean Basin and Central and South America. Due to the structure of this cooperative organization, a substantial amount of business is transacted between the Company and its shareholder members, which include members of its Board of Directors.

Supervalu Inc – INDEMNIFICATION AGREEMENT (June 12th, 2018)

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [___________], 20[__] between SUPERVALU INC., a Delaware corporation (the “Company”), and [name] (“Indemnitee”).

Supervalu Inc – SUPERVALU INC. EXECUTIVE & OFFICER SEVERANCE PAY PLAN (As amended and restated effective April 20, 2018) (April 24th, 2018)

SUPERVALU INC., a Delaware corporation, hereby establishes a severance pay plan for those employees of SUPERVALU and its subsidiaries (the “Company”) who have been elected by the Board of Directors as a Section 16 or corporate officer, pursuant to this Plan document (the “Plan”). If and to the extent that any employees covered by this Plan are also covered under the plan set forth in the document entitled “SUPERVALU INC. Severance Pay Plan for Nonunion Associates” and dated June 2, 2008, as amended from time to time, this Plan shall entirely replace and supersede such coverage.

Supervalu Inc – TO (April 24th, 2018)

INDENTURE, dated as of July 1, 1987, between SUPER VALU STORES, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at Minneapolis, Minnesota with a mailing address at P.O. Box 990, Minneapolis, Minnesota 55440, and BANKERS TRUST COMPANY, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the “Trustee”).

Supervalu Inc – SUPERVALU Reports Fourth Quarter and Full Year Fiscal 2018 Results (April 24th, 2018)

MINNEAPOLIS - (BUSINESS WIRE) - April 24, 2018--SUPERVALU INC. (NYSE: SVU) today reported financial results for its fourth quarter and fiscal year ended February 24, 2018 and provided updates regarding ongoing efforts to optimize its retail operations and monetize select real estate assets through sale leaseback transactions.

Supervalu Inc – SUPERVALU INC. 2012 STOCK PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT (April 24th, 2018)

This Performance Share Unit Award Agreement (the “Agreement”) is made and entered into as of the grant date indicated below (the “Grant Date“), by and between SUPERVALU INC. (the “Company”), and you, the Award Recipient whose name appears below. The Agreement consists of this cover page, the Performance Share Unit Award Terms and Conditions (the “Terms and Conditions”) on the following pages, and Schedule A attached hereto.

Supervalu Inc – The FIRST AMENDMENT Adopted and Effective June 30, 1998 The SECOND AMENDMENT Adopted June 2, 2003 But Effective December 1, 2003 The THIRD AMENDMENT Adopted November 18, 2008 But Effective August 1, 2007, December 31, 2007, January 1, 2008, November 1, 2008 and January 1, 2009 (April 24th, 2018)

This Working Copy has been compiled from the original Plan documents and amendments for the convenience of those charged with administration of the Plan. This Working Copy has not been approved, ratified or executed by the company, its board, its officers or any committee. This Working Copy is not, therefore, an official legal document under which the Plan is maintained. The Working Copy reflects only the most current provisions of the Plan document and does not reflect every change made by every amendment. Specifically, the Working Copy does not reflect changes made by prior amendments which were changed subsequently by more recent amendments. Certain questions, particularly questions relating to the effectiveness of amendments, can only be resolved by referring to the original Plan documents and amendments.

Supervalu Inc – PURCHASE AGREEMENT (April 24th, 2018)

THIS PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 23, 2018 (the “Effective Date”), by and between ________________ (each a “Seller” and collectively, the “Sellers”), and CF GROCERY DISTRIBUTION PROPCO LLC, a Delaware limited liability company (“Buyer”).

Supervalu Inc – FIRST SUPPLEMENTAL INDENTURE TO Indenture Dated as of July 1, 1987 Dated as of August 1, 1990 (April 24th, 2018)

FIRST SUPPLEMENTAL INDENTURE, dated as of August 1, 1990, between SUPER VALU STORES, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 11840 Valley View Road, Eden Prairie, Minnesota 55344, and BANKERS TRUST COMPANY, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the “Trustee”).

Supervalu Inc – SUPERVALU INC., (formerly Super Valu Stores, Inc.) Issuer AND BANKERS TRUST COMPANY, Trustee SECOND SUPPLEMENTAL INDENTURE TO Indenture dated as of July 1, 1987, as amended by the First Supplemental Indenture dated as of August 1, 1990 Dated as of October 1, 1992 (April 24th, 2018)

SECOND SUPPLEMENTAL INDENTURE, dated as of October 1, 1992, between SUPERVALU INC. (formerly Super Valu Stores, Inc.), a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 11840 Valley View Road, Eden Prairie, Minnesota 55344, and BANKERS TRUST COMPANY, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the “Trustee”).

Supervalu Inc – SUPERVALU INC. and Subsidiaries UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (In millions, except per share data) (February 23rd, 2018)

On December 8, 2017, SUPERVALU INC. (“Supervalu”) completed the acquisition of Associated Grocers of Florida, Inc. (“AG Florida”), pursuant to the terms of the previously announced Agreement and Plan of Merger dated October 17, 2017 (the “AG Florida Merger Agreement”), by and among Supervalu, Gator Merger Sub Inc., a then wholly owned subsidiary of Supervalu (“AG Merger Sub”), and AG Florida. Prior to the transaction, AG Florida was a cooperative owned by its retailer members. AG Florida distributes full lines of grocery and general merchandise to independent retailers, primarily in South Florida, the Caribbean, Central and South America and Asia. Effective as of the closing of the transaction, AG Merger Sub merged with and into AG Florida with AG Florida surviving as a wholly owned subsidiary of Supervalu. The transaction was valued at $193, comprised of $131 in cash for 100 percent of the outstanding stock of AG Florida plus the assumption and payoff of AG Florida’s net debt of $62 a

Supervalu Inc – SUPERVALU Reports Third Quarter Fiscal 2018 Results (January 10th, 2018)

Wholesale net sales increased by $982 million, or 52%, over last year’s third quarter, including Unified Grocers that contributed approximately $860 million to net sales this year

Supervalu Inc – SUPERVALU Reports Second Quarter Fiscal 2018 Results (October 18th, 2017)

Wholesale net sales increased by over $1 billion, or 58%, over last year’s second quarter, including 11 weeks of Unified Grocers results that contributed approximately $790 million to net sales

Supervalu Inc – SUPERVALU INC. and Subsidiaries UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (In millions, except per share data) (September 8th, 2017)

On June 23, 2017, SUPERVALU INC. (“Supervalu”) completed the acquisition of Unified Grocers, Inc. (“Unified”), pursuant to the terms of the previously announced Agreement and Plan of Merger dated April 10, 2017 (the “Merger Agreement”) by and among Supervalu, West Acquisition Corporation, a wholly owned subsidiary of Supervalu at the time (“Merger Sub”), and Unified. Supervalu acquired Unified in a transaction valued at $390, comprised of $114 in cash for 100% of the outstanding stock of Unified plus the assumption and payoff of Unified’s net debt of $276 at closing. At the closing of the transaction, Merger Sub merged with and into Unified. As a result of the transaction, Unified became a wholly owned subsidiary of Supervalu and the shares of Unified were converted into the right to receive from Supervalu $114 in cash in the aggregate.

Supervalu Inc – Unified Grocers, Inc. and Subsidiaries Unaudited Consolidated Condensed Financial Statements As of April 1, 2017 and October 1, 2016 And for the Twenty-Six Weeks Ended April 1, 2017 and April 2, 2016 (September 8th, 2017)
Supervalu Inc – Unified Grocers, Inc. and Subsidiaries Audited Consolidated Financial Statements As of October 1, 2016 and October 3, 2015 And for the Fifty-Two Weeks Ended October 1, 2016, the Fifty-Three Weeks Ended October 3, 2015 and the Fifty-Two Weeks Ended September 27, 2014 (September 8th, 2017)

We have audited the accompanying consolidated balance sheet of Unified Grocers, Inc. and Subsidiaries (the “Company”) as of October 1, 2016, and October 3, 2015, and the related consolidated statements of earnings (loss), comprehensive earnings (loss), shareholders’ equity, and cash flows for each of the three years in the period ended October 1, 2016. In connection with our audits of the consolidated financial statements, we have also audited the consolidated financial statement schedule of valuation and qualifying accounts for each of the years in the three-year period ended October 1, 2016 at Part IV, Item 15(a)(2). These consolidated financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

Supervalu Inc – SUPERVALU Reports First Quarter Fiscal 2018 Results (July 25th, 2017)

MINNEAPOLIS - (BUSINESS WIRE) - July 25, 2017--SUPERVALU INC. (NYSE: SVU) today reported first quarter fiscal 2018 consolidated net sales of $4.00 billion and net earnings from continuing operations of $12 million, or $0.04 per diluted share, which included $12 million of after-tax charges and costs, comprised of a legal reserve charge, merger and integration costs, unamortized financing charges, debt refinancing costs and severance costs, partially offset by a gain on a surplus property sale and a gain on store closure. When adjusted for these items, first quarter fiscal 2018 net earnings from continuing operations were $24 million, or $0.09 per diluted share.

Supervalu Inc – TO THE RESTATED CERTIFICATE OF INCORPORATION OF SUPERVALU INC. (July 20th, 2017)
Supervalu Inc – SECTION II. AMENDMENT AND RESTATEMENT OF SECOND RESTATED CREDIT AGREEMENT (June 8th, 2017)

THIRD AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT, dated as of June 8, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among SUPERVALU INC., a Delaware corporation (the “Borrower”), the Guarantors (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) party hereto, the Lenders party hereto and GOLDMAN SACHS BANK USA (“Goldman Sachs”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.

Supervalu Inc – SUPERVALU Reports Fourth Quarter and Full Year Fiscal 2017 Results (April 25th, 2017)

MINNEAPOLIS - (BUSINESS WIRE) - April 25, 2017--SUPERVALU INC. (NYSE: SVU) today reported fourth quarter fiscal 2017 consolidated net sales of $2.91 billion and net earnings from continuing operations of $6 million, or $0.02 per diluted share, which included $32 million in after-tax charges and costs related to an asset impairment charge, unamortized financing cost charges and a pension settlement charge. When adjusted for these items, fourth quarter fiscal 2017 net earnings from continuing operations were $38 million, or $0.13 per diluted share.

Supervalu Inc – AGREEMENT AND PLAN OF MERGER Among UNIFIED GROCERS, INC., SUPERVALU INC. and WEST ACQUISITION CORPORATION Dated as of April 10, 2017 (April 11th, 2017)

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of April 10, 2017, is by and among Unified Grocers, Inc., a California corporation (the “Company”), SUPERVALU INC., a Delaware corporation (“Parent”) and West Acquisition Corporation, a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” with the Company and Merger Sub sometimes being hereinafter collectively referred to, together, as the “Constituent Corporations”).

Supervalu Inc – Page ARTICLE I. Offices, Corporate Seal 1 Section 1.01. Registered Office 1 Section 1.02. Corporate Seal 1 ARTICLE II. Meetings of Stockholders 1 Section 2.01. Place and Time of Meetings 1 Section 2.02. Annual Meetings 1 Section 2.03. Special Meetings 1 Section 2.04. Quorum, Adjourned Meetings 1 Section 2.05. Organization 2 Section 2.06. Order of Business 2 Section 2.07. Voting 2 Section 2.08. Inspectors of Election 3 Section 2.09. Notices of Meetings and Consents 3 Section 2.10. Proxies 3 Section 2.11. Waiver of Notice 3 Section 2.12. Stockholder List 4 Section 2.13. Fixing Date for Determina (January 23rd, 2017)

be transacted which might have been transacted at the meeting as originally noticed. If a quorum is present, the stockholders may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Supervalu Inc – SUPERVALU Reports Third Quarter Fiscal 2017 Results (January 11th, 2017)

MINNEAPOLIS - (BUSINESS WIRE) - January 11, 2017--SUPERVALU INC. (NYSE: SVU) today reported third quarter fiscal 2017 consolidated net sales of $3.00 billion and a net loss from continuing operations of $11 million, or $0.04 per diluted share, which included $25 million of after-tax non-cash charges comprised of a pension settlement charge, a goodwill impairment charge and store closure charges and costs, partially offset by a deferred income tax benefit. When adjusted for these items, third quarter fiscal 2017 net earnings from continuing operations were $14 million, or $0.05 per diluted share.

Supervalu Inc – SERVICES AGREEMENT (December 9th, 2016)

This Services Agreement (“Agreement”) consists of this signature document, plus the attached GENERAL TERMS AND CONDITIONS, GLOSSARY, Schedule A (Services) (and its attached Schedules listed on the next page and the Attachments thereto), and Schedule B (Charges) (and its attached Schedules listed on the next page, and Exhibits 1-6.

Supervalu Inc – SUPERVALU INC. and Subsidiaries UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share data) (December 9th, 2016)

On December 5, 2016, SUPERVALU INC. (“Supervalu” or “the Company”) completed the previously announced sale of the Company’s Save-A-Lot business (the “Sale”) to SAL Acquisition Corp (f/k/a Smith Acquisition Corp), an affiliate of Onex Partners Managers LP (“Purchaser”), for a purchase price of $1,365 in cash, subject to customary closing adjustments. The Sale was completed pursuant to the terms of the Agreement and Plan of Merger, dated as of October 16, 2016 (the “Merger Agreement”), by and among Purchaser, SAL Merger Sub Corp (f/k/a Smith Merger Sub Corp), a newly formed wholly owned subsidiary of the Purchaser (“Merger Sub”), Supervalu and Moran Foods, LLC, a wholly owned subsidiary of Supervalu prior to the Sale (“Save-A-Lot”). Concurrently with entering into the Merger Agreement, Supervalu and Save-A-Lot also entered into a Separation Agreement (the “Separation Agreement”) pursuant to which, among other things, the assets and liabilities of the Save-A-Lot business were transferred

Supervalu Inc – SUPERVALU INC. and Subsidiaries RECAST CONDENSED CONSOLIDATED SEGMENT FINANCIAL INFORMATION (Unaudited) (In millions, except percent data) (December 9th, 2016)
Supervalu Inc – SUPERVALU Reports Second Quarter Fiscal 2017 Results (October 19th, 2016)

MINNEAPOLIS--(BUSINESS WIRE)--October 19, 2016--SUPERVALU INC. (NYSE: SVU) today reported second quarter fiscal 2017 consolidated net sales of $3.87 billion and net earnings from continuing operations of $30 million, or $0.11 per diluted share, which included a net $2 million after-tax gain, comprised of a fee received from a supply agreement termination, partially offset by store closure charges and costs as well as costs related to the potential separation of Save-A-Lot. When adjusted for these items, second quarter fiscal 2017 net earnings from continuing operations were $28 million, or $0.10 per diluted share.