Albertson's Companies Inc.

06/30/2020 | Press release | Archived content

SEC Filing - 8-K

STOCKHOLDERS' AGREEMENT

This Stockholders' Agreement (the 'Agreement') is made, entered into and effective as of June 25, 2020, by and between Cerberus Iceberg LLC, Cerberus Albertsons Incentive LLC (together, 'Cerberus'), Jubilee ABS Holding LLC ('Schottenstein'), KLA A Markets, LLC, K-Saturn,LLC, A-SKlaff Equity, LLC, Klaff-WLLC (collectively, 'Klaff'), L-AV ABS LLC, Lubert-Adler Real Estate Fund V, LP (for itself and as successor in merger with Lubert-Adler Real Estate Parallel Fund V, LP), Lubert-Adler Real Estate Fund VI, LP, Lubert-Adler Real Estate Fund VI-A,LP, Lubert-Adler Real Estate Fund VI-B,LP, L-ASaturn Acquisition, LP, L-AAsset Management Services, LP (collectively, 'Lubert-Adler'), KIM-SFWLLC, KRSX Merge LLC and KRS ABS LLC (collectively, 'Kimco', and each of Cerberus, Schottenstein, Klaff, Lubert-Adler and Kimco, a 'Sponsor' and, collectively, the 'ACI Control Group') and Albertsons Companies, Inc., a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise) (the 'Company').

WITNESSETH

WHEREAS, as of the date hereof, each of the members of the ACI Control Group owns securities of the Company; and

WHEREAS, the parties desire to set forth certain rights of members of the ACI Control Group with respect to the Company.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

'ACI Control Group' has the meaning set forth in the preamble.

'ACI Control Group Approval' shall mean the affirmative vote of a majority of the outstanding shares of Company Shares owned by the ACI Control Group.

'Affiliate' shall mean any Person or entity, directly or indirectly controlling, controlled by or under common control with such Person or entity, including (i) a general partner, limited partner, or retired partner affiliated with such Person or entity, (ii) a fund, partnership, limited liability company or other entity affiliated with such Person or entity, (iii) a director, officer, stockholder, partner or member (or retired partner or member) affiliated with such Person or entity, or (iv) or the estate of any such partner or member (or retired partner or member) affiliated with such Person or entity; provided that neither the Company nor any of its subsidiaries shall be deemed to be an Affiliate of the Holders.