353 N. CLARK STREET CHICAGO, IL 60654-3456

Jenner & Block LLP

353 N. Clark Street

Chicago, IL 60654-3456

 

March 14, 2023

 

 

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

 

Amendment No. 1 to Preliminary Information Statement on Schedule 14C

Filed January 24, 2023

File No. 001-39350

 

Ladies and Gentlemen:

On behalf of Albertsons Companies, Inc., a Delaware corporation (the “Company”), we submit in electronic form the accompanying Amendment No. 2 (“Amendment No. 2”) to the Company’s Amendment No. 1 to Preliminary Information Statement on Schedule 14C filed on January 24, 2023 (“Amendment No. 1”), together with Exhibits, marked to indicate changes.

 

Amendment No. 2 reflects the responses of the Company to comments received from the Staff of the Commission (the “Staff”) in an e-mail letter, dated February 13, 2023 (the “Comment Letter”) to Amendment No. 1. The discussion below is presented in the order of the numbered comments in the Comment Letter. Certain capitalized terms set forth in this letter are used as defined in Amendment No. 1. For your convenience, references in the responses to page numbers are to the marked version of Amendment No. 2.

 

The Company has asked us to convey the following as its responses to the Staff:

 

Amendment No. 1 to Preliminary Information Statement on Schedule 14C Filed January 24, 2023

 

Questions and Answers About the Merger

Q: What is the status of the regulatory review of the Merger?, page 3

1.

We note your amended disclosure in response to comment 1. Please name the several states that are also reviewing the merger and the current status of such reviews.

 

 

Please see the amended disclosure on page 3 that now includes the several states that are also reviewing the merger and the current status of such reviews.

 

The Merger

Background to the Merger, page 20

 

2.

We note your response to comment 9. Please revise to include your response to comment 9 in your disclosure. Additionally, please summarize the questions raised by Party A and Mr. Sankaran’s responses to such questions.

 

Please see the amended disclosure on page 23 that now includes a summary of the questions raised by Party A and Mr. Sankaran’s responses and includes our response to comment 9.

 

CHICAGO   LONDON   LOS ANGELES   NEW YORK   SAN FRANCISCO   WASHINGTON, DC

WWW.JENNER.COM

 

 

Please see the amended disclosure on pages 24-25 that now includes a summary of the content of the material discussions and negotiations that occurred between May 5 and June 5, 2022.

 

 

 

Please see the amended disclosure on pages 26 that now includes a summary of the publicly available information and the topics of confidential information provided to Kroger. Please see the amended disclosure on pages 26-32 that now includes further information about the material discussions and negotiations that occurred for each subsequent meeting surrounding antitrust concerns.

 

We respectfully note to the Staff that the Company does not believe that the advice of Kroger’s financial and legal advisors is appropriate to include in the Company’s Information Statement as such information is Kroger’s privileged and confidential information and is not relevant to Company stockholders. Additionally, the Company respectfully notes to the Staff that the information required by Item 1015(b) of Regulation M-A is not applicable to Kroger’s legal and financial advisors as the Information Statement is not a joint filing and is being filed only by the Company, not Kroger. Further, Albertsons was not privy to any discussions and communications amongst Kroger and Kroger’s financial and legal advisors. Accordingly, the Company does not believe any additional disclosure in Amendment No. 2 related to Kroger’s legal and financial advisors is necessary or appropriate.

 

 

We respectfully note to the Staff that the negotiations regarding the high-end number of stores to be allocated to SpinCo was determined by the parties to be the number of stores SpinCo might need to acquire to achieve regulatory clearance with applicable antitrust authorities and took into account the stores that might be acquired by other buyers through the divestiture process. The divesture cap was determined by the parties through multiple rounds of negotiation and represents the maximum number of stores that would be divested, whether to other buyers or SpinCo, to achieve regulatory clearance with applicable antitrust authorities. We have amended the disclosure accordingly on pages 26-27 and 29-32.

 

Projected Financial Information of the Company, page 52

 

 

 

Please see the amended disclosure on page 54 that now includes additional detail on the specific factors and associated assumptions and estimates made by management.

 

* * * *

If you have any questions concerning the above responses, please do not hesitate to contact the undersigned at amay@jenner.com or (312) 840-8659.

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