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annual management fees of $13.75 million from our company over a 48-month period beginning on January 30, 2015, the date of the consummation of the Safeway acquisition. We paid the Cerberus-led Consortium management fees totaling $15 million for fiscal 2014, $6 million of which was paid under the previo
r shall cause its directors appointed to our board of directors to vote in favor of maintaining a 13-person board. In connection with this offering, Albertsons Companies, Inc. will enter into a stockholders agreement with Albertsons Investor, Kimco and Management Holdco (the "Stockholders' Agreement"), and if a permitted
iscal 2014-) and the 16 weeks ended June 20.2015 and June 12. 2014 based upon the consolidated historical financial statements of AB Acquisition and Safeway, after giving effect to the following transactions (collectively the -Transactions*); the Safeway acquisition, including the following related tran
sing the Safeway acquisition; the IPO-Related Transactions; and the issuance of 65,306,122 shares of common stock in the initial public offering of Albertsons Companies, Inc. and the application of $1,531 million of the net proceeds from the sale of such shares (assuming the midpoint of the price range set forth on the c
Table of Contents to hedge against adverse fluctuations in the interest rate on anticipated variable rate debt planned to be incurred to finance the Safeway acquisition. Prior to the Safeway acquisition, the swap was treated as an economic hedge with changes in fair value recorded through earnings. Upon
] acquisition; and the operating loss of NAI. As part of the IPO-Related Transactions, all of our operating subsidiaries will become subsidiaries of Albertsons Companies, Inc., a Delaware corporation, and, as a result, all of our operations will be taxable as part of a consolidated group for federal and state income tax p
mendment No. 3 to Form S-1 Table of Contents consistent with the Prior TSA. In addition, the New TSA contemplates that Blackhawk may be included in Safeway's consolidated group for U.S. federal income tax purposes until the date of the Distribution. During 2014, Blackhawk paid Safeway $0.7 million for
er with the promissory notes issued thereunder, were terminated effective March 28, 2014. Stockholders' Agreement In connection with this offering, Albertsons Companies, Inc. will enter into the Stockholders' Agreement with Albertsons Investor, Kimco and Management Holdco. The rights of Albertsons Investor, Kimco and Mana
TEDNESS The following is a summary of the material provisions of the instruments and agreements evidencing the material indebtedness of Albertsons, Safeway, NAI Holdings and certain of their subsidiaries. It does not include all of the provisions of our material indebtedness, does not purport to be comp
to be complete and is qualified in its entirety by reference to the instruments and agreements described. Pursuant to the IPO-Related Transactions, Albertsons Companies, Inc., as the surviving corporation of the merger of Albertson's Holdings LLC into it, will become a guarantor under the Albertsons/Safeway Term Loan Agre
lidated Statements of Cash Flows F-29 Consolidated Statements of Members' (Deficit) Eauity F-31 Notes to Consolidated Financial Statements F-32 Safeway Audited Consolidated Financial Statements Report of Independent Registered Public Accounting Firm F-89 Consolidated Statements of Income F-90 C
Amendment No. 3 to Form S-1 Table of Contents INDEX TO FINANCIAL STATEMENTS Albertsons Companies, Inc. Audited Consolidated Financial Statements Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of June 23. 2015 F-3 Not
Entities connected to both Safeway and Albertsons Companies, Inc.
Albertsons
ORGANIZATIONAlbertson
PERSON
Bradley Edwards
PERSONKimco
ORGANIZATION
Eric Holder
PERSONAlbertsons Investor
ORGANIZATIONRobert G. Miller
PERSONAlbertson's Holdings LLC
ORGANIZATIONNew Albertson's, Inc.
ORGANIZATIONConsortium
ORGANIZATIONManagement Holdco
ORGANIZATIONthe Anticipated Refinancing
ORGANIZATION