SUPERVALU INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2018-10-22: Form 8-K; Period of report 2018-10-22; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
- 2018-10-18: Form 8-K; Period of report 2018-10-18; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2018-10-12: Form 8-K; Period of report 2018-10-11; Description 8.01 Other Events; Details 8.01.
- 2018-10-10: Form 8-K; Period of report 2018-10-10; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2018-10-22 | 8-K | 2018-10-22 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.02 On October 22, 2018, in connection with the Merger, the Company repaid in full all outstanding indebtedness and terminated all commitments under the Third Amended and Restated Term Loan Credit Agreement, dated as of June 8, 2017, among the Company, the guarantors party thereto, the lenders party thereto and Goldman Sachs Banks USA, as administrative agent (the “Term Loan Agreement”), and the Amended and Restated Credit Agreement, dated as of March 21, 2013, among the Company, the other borrowers named therein, the guarantors named therein, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (the “ABL Agreement”). 2.01 As described above, at the Effective Time on the Closing Date, UNFI completed its previously announced acquisition of the Company. 3.01 On the Closing Date, the Company notified the New York Stock Exchange (the “NYSE”) that the Merger had been completed, and requested that the NYSE suspend trading of the Common Stock on the NYSE and remove the Common Stock from listing on the NYSE, in each case, prior to market open on the Closing Date. 3.03 The information set forth in the Introductory Note above and in Item 1.01, Item 2.01 and Item 3.01 is incorporated by reference into this Item 3.03. 5.01 The information set forth in the Introductory Note above and in Item 2.01 and Item 5.02 is incorporated by reference into this Item 5.01. 5.02 Pursuant to the Merger Agreement, effective at the Effective Time, each of Donald R. Chappel, Irwin Cohen, Philip L. Francis, Mark Gross, Eric Johnson, Mathew M. Pendo, Francesca Ruiz De Luzuriaga, Frank A. Savage and Mary Winston ceased to be directors of the Company. 5.03 At the Effective Time, the Restated Certificate of Incorporation of the Company was amended and restated as set forth in the Certificate of Incorporation that is filed as Exhibit 3.1 hereto and is incorporated herein by reference. 8.01 On the Closing Date, UNFI issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | a18-36878_128k.htm |
| 2018-10-18 | 8-K | 2018-10-18 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On October 18, 2018, SUPERVALU INC. 8.01 On October 18, 2018, the Company issued a press release announcing the results of its stockholders’ vote at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein. | s002467x4_8k.htm |
| 2018-10-12 | 8-K | 2018-10-11 | 8.01 Other Events | 8.01 At 11:59 p.m., New York City time, on October 11, 2018, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), expired with respect to the previously announced merger (the “Merger”) between SUPERVALU INC. | s002467x3_8k.htm |
| 2018-10-10 | 8-K | 2018-10-10 | 1.01 Entry into a Material Definitive Agreement | 1.01 On October 10, 2018, 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 (“UNFI”), and Jedi Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of UNFI (“Merger Sub”), entered into the First Amendment to Agreement and Plan of Merger (the “Amendment”), amending the Agreement and Plan of Merger by and among SUPERVALU, SUPERVALU Enterprises, UNFI and Merger Sub, dated as of July 25, 2018 (the “Merger Agreement”). | s002467x1_8k.htm |
| 2018-10-09 | 8-K | 2018-10-09 | 8.01 Other Events | 8.01 This Current Report on Form 8-K discloses certain additional information relating to the proposed acquisition of SUPERVALU INC., a Delaware corporation (“SUPERVALU,” or the “Company”), by United Natural Foods, Inc., a Delaware corporation (“UNFI”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 25, 2018, by and among SUPERVALU, SUPERVALU Enterprises, Inc., a Delaware corporation and a wholly owned subsidiary of SUPERVALU (“SUPERVALU Enterprises”), UNFI and Jedi Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of UNFI (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), and the Company will survive the Merger as a wholly owned subsidiary of UNFI. | s002467x2_8k.htm |
| 2018-08-17 | 8-K | 2018-08-16 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On August 16, 2018, SUPERVALU INC. | f198-kannualmeetingvote.htm |
| 2018-07-31 | 8-K | 2018-07-30 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On August 1, 2018, the Company issued a press release announcing the signing of the Agreement and certain related matters. | s002367x7_8k.htm |
| 2018-07-26 | 8-K | 2018-07-25 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 On July 25, 2018, SUPERVALU INC., a Delaware corporation (“SUPERVALU,” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SUPERVALU Enterprises, Inc. (“SUPERVALU Enterprises”), a Delaware corporation and wholly owned subsidiary of SUPERVALU, United Natural Foods, Inc. (“UNFI”), a Delaware corporation, and Jedi Merger Sub, Inc., a Delaware corporation and newly formed wholly owned subsidiary of UNFI (“Merger Sub”), providing for the acquisition of SUPERVALU by UNFI. 5.02 In connection with the execution of the Merger Agreement, SUPERVALU and Mark Gross, SUPERVALU’s President and Chief Executive Officer, agreed to amend, effective as of the closing of the transactions contemplated under the Merger Agreement, the letter agreement, change in control severance agreement and outstanding equity award agreements between the parties to, in summary, (a) prohibit Mr. Gross from engaging in activities relating to the grocery wholesale business and SUPERVALU’s grocery retail businesses and (b) extend the periods during which the foregoing prohibition and other restrictive covenants contained in such agreements will apply from twelve (12) to twenty-four (24) months. 8.01 On July 26, 2018, the Company and UNFI issued a joint press release announcing the execution of the Merger Agreement. | s002367x1_8k.htm |
| 2018-07-26 | 8-K | 2018-07-26 | 2.02 Results of Operations and Financial Condition | 2.02 On July 26, 2018, SUPERVALU INC. | q1-f19earningsrelease8xk.htm |
| 2018-06-12 | 8-K | 2018-06-07 | 1.01 Entry into a Material Definitive Agreement | 1.01 On June 7, 2018, the Board of Directors of SUPERVALU INC. | a8-kproxformafinancialstat.htm |
| 2018-04-24 | 8-K | 2018-04-24 | 2.02 Results of Operations and Financial Condition | 2.02 On April 24, 2018, SUPERVALU INC. | f18earningsrelease8-k.htm |
| 2018-04-05 | 8-K | 2018-04-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 5, 2018, SUPERVALU INC. | f198-kcao.htm |
| 2018-02-27 | 8-K | 2018-02-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 26, 2018, SUPERVALU INC. | f198-kcfoannoucement.htm |
| 2018-02-23 | 8-K/A | 2017-12-08 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial Statements of Business Acquired. | f188-kaassociatedgrocersof.htm |
| 2018-01-10 | 8-K | 2018-01-10 | 2.02 Results of Operations and Financial Condition | 2.02 On January 10, 2018, SUPERVALU INC. | q3-f18earningsrelease8xk.htm |