EFTA01382265.pdf

Amendment No. 3 to Form S-1 Table of Contents THE OFFERING Issuer Albertsons Companies, Inc. Common stock outstanding immediately before this 409,832,959 shares.(1) offering Common stock offered by us 65,306,122 shares. Common stock to be outstanding immediately after 475,139,081 shares.(1) this offering Option to purchase additional shares We have granted to the underwriters a 30-day option to purchase up to 9,795,918 additional shares of our common stock at the initial public offering price less the underwriting discount and commissions. Use of proceeds We estimate that our net proceeds from this offering, after deducting underwriting discounts and approximately $13.0 million of estimated offering expenses, will be approximately $1,531 million, assuming the shares are offered at $24.50 per share, which is the midpoint of the estimated offering range set forth on the cover page of this prospectus. We intend to use the net proceeds from this offering (i) to repay all amounts outstanding under NAls existing $850 million term loan facility (the "NA! Term Loan Facility") (including $845.7 million of principal, plus accrued and unpaid interest thereon), (ii) to redeem 8243.8 million of the outstanding principal amount of our 7.750% senior secured notes maturing October 15, 2022 (the "ABS/Safeway Notes") (at a redemption price of 107.750% of the principal amount of the ABS/Safeway Notes redeemed), plus accrued and unpaid interest thereon and (iii) to repay $407.7 million of principal, plus accrued and unpaid interest thereon, under the ABS/Safeway Term Loan Facilities (as defined herein). See "Use of Proceeds." Dividend policy We do not intend to pay dividends for the foreseeable future. The declaration and payment of any future dividends will be at the sole discretion of our board of directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends, and other considerations that our board of directors deems relevant. See "Dividend Policy." 15 hill). wwa.sccgo% Aran es 'Agar data' 1646972 000119312515335826A900395dsla.html10 14'2015 9:03:02 Ab41 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0081554 CONFIDENTIAL SDNY_GM_00227738 EFTA01382265