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

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

-RELATED TRANSACTIONS AND ORGANIZATIONAL STRUCTURE Our business is currently conducted through our operating subsidiaries, which are wholly-owned by AB Acquisition. The equity interests of AB Acquisition immediately prior to the IPO-Related Transactions were owned (directly and indirectly) by our Existing Owne

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

Amendment No. 3 to Form S-1 Table of Contents of the company, which assumes that all of the AB Acquisition entities are taxable as a group for federal and state income tax purposes effective February 21, 2014. Unaudited Pro Fonna Condensed Consolidated B

ceive independent director annual fees of $150,000 per year. The independent directors have also been granted the number of Phantom Units under the AB Acquisition LLC Phantom Unit Plan (the Phantom Unit Plan") set forth below (the 'Director Phantom Units"): Participant Units Sharon L. Allen 100,000 Steven

remote than first cousin. Board Composition Our business and affairs are currently managed under the limited liability company board of managers of AB Acquisition. Upon the consummation of the IPO-Related Transactions, prior to the effectiveness of the registration statement of which this prospectus forms a p

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

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

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

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