EFTA01382295.pdf

Amendment No. 3 to Form S-1 Table of Contents CAPITALIZATION The following table sets forth our cash and cash equivalents and capitalization as of June 20, 2015: • on an actual basis; and • on a pro forma basis to reflect the IPO-Related Transactions and the completion of this offering and the application of the estimated net proceeds from this offering, as described in "Use of Proceeds." The table below does not give effect to the Anticipated Refinancing. The information below is illustrative only and our capitalization following this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table together with "Selected Historical Financial Information of AB Acquisition" and 'Management's Discussion and Analysis of Financial Condition and Results of Operations of AB Acquisition" and our consolidated financial statements and related notes included elsewhere in this prospectus. As of June 20, 2015 Actual Pro Forma(8) (dollars in millions) Cash and cash equivalents $ 989.3 $ 989.3 Debt, including current maturities, net of debt discounts and deferred financing costs(1) ABS/Safeway ABL Facility(2) $ 541.0 $ 541.0 NAI ABL Facility(3) ABS/Safeway Term Loan Facilities 6,084.3 5,691.2 NAI Term Loan Facility 820.9 ABS/Safeway Notes 584.4 350.7 Safeway Notes(4) 1,453.4 1,453.4 NAI Notes(5) 1,502.0 1,502.0 Capital leases 963.1 963.1 Other notes payable. unsecured(6) 167.0 167.0 Other debt(7) 29.2 29.2 Total Debt $12,145.3 $ 10,697.6 Stockholders' equity: Common stock, $0.01 par value; no shares authorized, no shares issued and outstanding on an actual basis; 1,000,000.000 shares authorized, 475,139,081 shares issued and outstanding on a pro forma basis 4.8 Additional paid-in capital Members' investment 1,904.2 3,430.4 Accumulated other comprehensive income 52.9 52.9 Retained earnings 106.9 38.4 Total stockholders' equity $ 2,064.0 $ 3,526.5 Total capitalization $14,209.3 $ 14,224.1 (1) Debt discounts and deferred financing costs totaled $363.4 million and $183.3 million, respectively, as of June 20, 2015. (2) As of June 20, 2015, the ABS/Safeway ABL Facility provided for a $3,000.0 million revolving credit facility. As of June 20, 2015, the aggregate borrowing base on the credit facility was approximately $2,695.4 million, which was reduced by (i) $130.1 million of outstanding standby 55 hon. UN% W. See .11O% Archis es edgar data' 1646972 000119312515335826s1900395dsla.htm110 14'2015 9:03:02 AM1 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0081594 CONFIDENTIAL SDNY_GM_00227778 EFTA01382295