Obligation Albert & Sons LLC 5.75% ( US013093AC31 ) en USD

Albert & Sons LLC

89 % ⇌

Etas-Unis

US013093AC31 ( en USD )

5.75% par an ( paiement semestriel )

15/03/2025 - Obligation échue

Prospectus brochure de l'obligation Albertsons LLC US013093AC31 en USD 5.75%, échue

2 000 USD

1 250 000 000 USD

013093AC3

N/A

Albertsons Companies LLC est une société américaine de vente au détail d'alimentation, exploitant plus de 2 200 magasins sous diverses bannières, notamment Albertsons, Safeway, Vons, et Jewel-Osco.

L'Obligation émise par Albert & Sons LLC ( Etas-Unis ) , en USD, avec le code ISIN US013093AC31, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2025

EX-4.18
https://www.sec.gov/Archives/edgar/data/86144/00011931251717685...
EX-4.18 240 d377366dex418.htm EX-4.18
Exhibit 4.18
Executed Version
ALBERTSONS COMPANIES, LLC,
NEW ALBERTSON'S, INC.,
SAFEWAY INC. and
ALBERTSON'S LLC,
as Issuers
and the Guarantors party hereto from time to time
5.750% Senior Notes due 2025
INDENTURE
Dated as of August 9, 2016
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
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EX-4.18
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CROSS-REFERENCE TABLE
TIA
Indenture
Section
Section
310 (a)(1)
7.10
(a)(2)
7.10
(a)(3)
N/A
(a)(4)
N/A
(b)
7.08; 7.10
(c)
N/A
311 (a)
7.11
(b)
7.11
(c)
N/A
312 (a)
2.06
(b)
11.03
(c)
11.03
313 (a)
7.06
(b)(1)
N/A
(b)(2)
7.06
(c)
7.06
(d)
4.02; 4.09
314 (a)
4.02; 4.09
(b)
N/A
(c)(1)
11.04
(c)(2)
11.04
(c)(3)
N/A
(d)
11.06
(e)
11.05
(f)
N/A
315 (a)
7.01
(b)
7.05
(c)
7.01
(d)
7.01
(e)
6.11
316 (a) (last sentence)
11.06
(a)(1)(A)
6.05
(a)(1)(B)
6.04
(a)(2)
N/A
(b)
6.07
317 (a)(1)
6.08
(a)(2)
6.09
(b)
2.05
318 (a)
11.01
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EX-4.18
https://www.sec.gov/Archives/edgar/data/86144/00011931251717685...
TABLE OF CONTENTS
Page
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01.
Definitions
1
SECTION 1.02.
Other Definitions
32
SECTION 1.03.
Incorporation by Reference of Trust Indenture Act
33
SECTION 1.04.
Rules of Construction
34
ARTICLE 2
THE SECURITIES
SECTION 2.01.
Amount of Securities; Issuable in Series
35
SECTION 2.02.
Form and Dating
36
SECTION 2.03.
Execution and Authentication
36
SECTION 2.04.
Registrar and Paying Agent
36
SECTION 2.05.
Paying Agent to Hold Money in Trust
37
SECTION 2.06.
Holder Lists
37
SECTION 2.07.
Transfer and Exchange
38
SECTION 2.08.
Replacement Securities
38
SECTION 2.09.
Outstanding Securities
39
SECTION 2.10.
Temporary Securities
39
SECTION 2.11.
Cancellation
39
SECTION 2.12.
Defaulted Interest
39
SECTION 2.13.
CUSIP Numbers, ISINs, etc.
39
SECTION 2.14.
Calculation of Specified Percentage of Securities
40
ARTICLE 3
REDEMPTION
SECTION 3.01.
Redemption
40
SECTION 3.02.
Applicability of Article
40
SECTION 3.03.
Notices to Trustee
40
SECTION 3.04.
Selection of Securities to Be Redeemed
40
SECTION 3.05.
Notice of Optional Redemption
41
SECTION 3.06.
Effect of Notice of Redemption
42
SECTION 3.07.
Deposit of Redemption Price
42
SECTION 3.08.
Securities Redeemed in Part
42
ARTICLE 4
COVENANTS
SECTION 4.01.
Payment of Securities
42
SECTION 4.02.
Reports
43
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EX-4.18
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SECTION 4.03.
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
45
SECTION 4.04.
Limitation on Restricted Payments
50
SECTION 4.05.
[Reserved]
57
SECTION 4.06.
Asset Sales
57
SECTION 4.07.
Transactions with Affiliates
60
SECTION 4.08.
Change of Control Triggering Event
63
SECTION 4.09.
Compliance Certificate
64
SECTION 4.10.
[Reserved]
65
SECTION 4.11.
Subsidiary Guarantees
65
SECTION 4.12.
Limitation on Liens
65
SECTION 4.13.
Maintenance of Office or Agency
66
SECTION 4.14.
Applicability and Discharge of Covenants
66
ARTICLE 5
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 5.01.
Company May Consolidate, Etc., Only on Certain Terms
67
SECTION 5.02.
Successor Issuer Substituted
67
SECTION 5.03.
Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms
67
ARTICLE 6
DEFAULTS AND REMEDIES
SECTION 6.01.
Events of Default
68
SECTION 6.02.
Acceleration
69
SECTION 6.03.
Other Remedies
70
SECTION 6.04.
Waiver of Past Defaults
70
SECTION 6.05.
Control by Majority
71
SECTION 6.06.
Limitation on Suits
71
SECTION 6.07.
Right of the Holders to Receive Payment
71
SECTION 6.08.
Collection Suit by Trustee
71
SECTION 6.09.
Trustee May File Proofs of Claim
72
SECTION 6.10.
Priorities
72
SECTION 6.11.
Undertaking for Costs
72
ARTICLE 7
TRUSTEE
SECTION 7.01.
Duties of Trustee
73
SECTION 7.02.
Rights of Trustee
74
SECTION 7.03.
Individual Rights of Trustee
75
SECTION 7.04.
Trustee's Disclaimer
75
SECTION 7.05.
Notice of Defaults
75
SECTION 7.06.
Reports by Trustee to the Holders
75
SECTION 7.07.
Compensation and Indemnity
76
SECTION 7.08.
Replacement of Trustee
76
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EX-4.18
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SECTION 7.09.
Successor Trustee by Merger
77
SECTION 7.10.
Eligibility; Disqualification
78
SECTION 7.11.
Preferential Collection of Claims Against the Issuers
78
ARTICLE 8
DISCHARGE OF INDENTURE; DEFEASANCE
SECTION 8.01.
Satisfaction and Discharge of Indenture
78
SECTION 8.02.
Application of Trust Money
79
SECTION 8.03.
Applicability of Article
79
SECTION 8.04.
Defeasance Upon Deposit of Money or U.S. Government Obligations
79
SECTION 8.05.
Deposited Moneys and U.S. Government Obligations To Be Held in Trust
80
SECTION 8.06.
Repayment to Issuers
81
ARTICLE 9
AMENDMENTS AND WAIVERS
SECTION 9.01.
Without Consent of the Holders
81
SECTION 9.02.
With Consent of the Holders
82
SECTION 9.03.
Compliance with Trust Indenture Act
83
SECTION 9.04.
[Reserved]
83
SECTION 9.05.
Revocation and Effect of Consents and Waivers
83
SECTION 9.06.
Notation on or Exchange of Securities
83
SECTION 9.07.
Trustee to Sign Amendments
84
SECTION 9.08.
Additional Voting Terms; Calculation of Principal Amount
84
ARTICLE 10
GUARANTEES
SECTION 10.01.
Guarantees
84
SECTION 10.02.
Limitation on Liability
86
SECTION 10.03.
Successors and Assigns
86
SECTION 10.04.
No Waiver
86
SECTION 10.05.
Modification
86
SECTION 10.06.
Execution of Supplemental Indenture for Future Guarantors
86
SECTION 10.07.
Non-Impairment
87
SECTION 10.08
Release of a Subsidiary Guarantor.
87
ARTICLE 11
MISCELLANEOUS
SECTION 11.01.
Trust Indenture Act Controls
88
SECTION 11.02.
Notices
88
SECTION 11.03.
Communication by the Holders with Other Holders
89
SECTION 11.04.
Certificate and Opinion as to Conditions Precedent
89
SECTION 11.05.
Statements Required in Certificate or Opinion
89
SECTION 11.06.
When Securities Disregarded
89
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EX-4.18
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SECTION 11.07.
Rules by Trustee, Paying Agent and Registrar
89
SECTION 11.08.
Legal Holidays
89
SECTION 11.09.
Governing Law
90
SECTION 11.10.
No Recourse Against Others
90
SECTION 11.11.
Successors
90
SECTION 11.12.
Multiple Originals
90
SECTION 11.13.
Table of Contents; Headings
90
SECTION 11.14.
Indenture Controls
90
SECTION 11.15.
Severability
90
SECTION 11.16.
Waiver of Jury Trial
90
Appendix A

Provisions Relating to Securities
EXHIBIT INDEX
Exhibit A

Initial Security
Exhibit B

Exchange Security
Exhibit C

Form of Transferee Letter of Representation
Exhibit D

Form of Supplemental Indenture
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EX-4.18
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INDENTURE, dated as of August 9, 2016, among ALBERTSONS COMPANIES, LLC, a Delaware limited liability
company (the "Company"), NEW ALBERTSON'S, INC., an Ohio corporation ("NAI"), SAFEWAY INC., a Delaware
corporation ("Safeway") and ALBERTSON'S LLC, a Delaware limited liability company ("Albertsons," together with
Safeway and NAI, 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) $1,250,000,000 aggregate principal amount of the Issuers' 5.750% Senior Notes due March 15,
2025 (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 "Initial
Securities") and (c) if and when issued pursuant to the Registration Rights Agreement (as defined herein) or otherwise
registered under the Securities Act and issued, the Issuers' 5.750% Senior Notes due March 15, 2025 (the "Exchange
Securities" and, together with the Initial Securities, the "Securities") issued in exchange for any Initial Securities or otherwise
registered under the Securities Act and issued in the form of Exhibit B. 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 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.
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EX-4.18
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"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
(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 Interest" means all additional interest then owing pursuant to the Registration Rights Agreement and (ii)
any additional interest owing in connection with any registration rights agreement entered into in connection with the issuance
of Additional Securities.
"Additional Securities" means Securities (other than the Exchange 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, and, for purposes of any provision contained herein and required by the TIA, each other
obligor on the Securities.
"Albertson's Group" means, collectively, the Company and its Subsidiaries.
"Appendix" means Appendix A attached hereto.
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EX-4.18
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"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 September 15, 2019
as set forth in Paragraph 5 of the applicable Security plus (ii) all required interest payments due on such Security
through September 15, 2019 (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,
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;
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EX-4.18
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(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 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 the Equity Interests in Casa Ley;
(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;
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