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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
ding common stock, such Holder shall have the right to designate one director to our board of directors. The limited liability company agreement of AB Acquisition provides for the Cerberus-led Consortium to receive annual management fees of $13.75 million from our company over a 48-month period beginning on Ja
al financial statements may not be indicative of future performance. In light of our acquisitions of NAI in March 2013, United in December 2013, and Safeway in January 2015, our operating results only reflect the impact of those acquisitions from those respective dates, and therefore comparisons with pri
ormation included in this prospectus does not purport to be indicative of what our results of operations and financial condition would have been had AB Acquisition and Safeway been a combined 30 Mtn. %kW . sce.go% Archk es edgar data' 1646972 000119312515335826'd900395ds Itt.htm110 14'2015 9:03:02 AM1 CONFID
ion also does not give effect to the potential impact of any anticipated synergies, operating efficiencies or cost savings that may result from the Safeway acquisition or any integration costs that do not have a continuing impact. The unaudited pro forma condensed consolidated financial information shou
t. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the consolidated financial statements of AB Acquisition and the consolidated financial statements of Safeway included elsewhere in this prospectus. 62 hill). wwn.sccgo% Arai% es 'Agar data' 1646972 00011
time. We agreed to maintain such policy (or substitute equivalent policies) in effect for a period of at least 10 years following the closing of the Safeway acquisition (whether or not Mr. Miller remains employed with the company). For purposes of the Miller Employment Agreement, "Cause" generally means
r's willful or intentional failure to materially comply (to the best of his ability) with a specific. written direction of the board of directors of AB Acquisition that is consistent with normal business practice and not inconsistent with the Miller Employment Agreement and his responsibilities thereunder, and
n reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The consolidated financial statements of Safeway as of January 3, 2015 and December 28, 2013 and for the 53 weeks ended January 3, 2015, and the 52 weeks ended December 28, 2013 and December 29, 20
Reindel LLP, New York, New York, is counsel for the underwriters in connection with this offering. EXPERTS The consolidated financial statements of AB Acquisition as of February 28, 2015 and February 20, 2014. and for each of the three years in the period ended February 28, 2015 and the balance sheet of the Al
t owed by Haggen for the purchased inventory during the second quarter ended September 12, 2015. Appraisal of Safeway Inc.: Certain stockholders of Safeway common stock sought appraisal rights under Section 262 of the Delaware General Corporation Law, requesting a determination that the per share acquis
share acquisition consideration payable in the acquisition, plus statutory interest on that additional amount. Security Breach: On August 14, 2014, AB Acquisition announced that it had experienced a criminal intrusion by installation of malware on a portion of its computer network that processes payment card t
tcome of this matter or the range of reasonably possible loss, if any. Cicairos, et aI / Blutord: On August 18, 2001, a group of truck drivers from Safeway's Tracy, California distribution center filed an action in California Superior Court, San Joaquin County entitled Cicairos, et al v Summit Logistics
ditional amount. As of February 28, 2015, the Company has recorded a liability for these remaining petitioners. Security Breach: On August 14, 2014, AB Acquisition announced that it had experienced a criminal intrusion by installation of malware on a portion of its computer network that processes payment card t
Entities connected to both Safeway and AB Acquisition