EFTA01382291.pdf

Amendment No. 3 to Form S-1 Table of Contents USE OF PROCEEDS We will receive net proceeds from the offering of approximately $1,531 million (approximately $1,763 million if the underwriters exercise their option to purchase additional shares in full), assuming that the common stock is offered at $24.50 per share, the midpoint of the range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discount and approximately $13.0 million of our estimated expenses related to this offering. A $1.00 increase (decrease) in the assumed initial public offering price of 824.50 per share would increase (decrease) the net proceeds to us from this offering by approximately $63 million, after deducting the estimated underwriting discounts and commissions and estimated aggregate offering expenses payable by us and assuming no exercise of the underwriters' option to purchase additional shares and no other change to the number of shares offered by us as 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 our NAI Term Loan Facility (including $845.7 million of principal, plus accrued and unpaid interest thereon), (ii) to redeem $243.8 million of the outstanding principal amount of our 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. The principal amount outstanding under the NAI Term Loan Facility currently bears interest, at our option, at a rate per annum equal to (i) the base rate, plus 2.75% or (ii) the LIBOR rate (subject to a 1.00% floor) plus 3.75%. The final maturity date of the NAI Term Loan Facility is June 27, 2021. The ABS/Safeway Term Loan Agreement was dated as of August 25, 2014 and made effective as of January 30. 2015. The proceeds from the ABS/Safeway Term Loan Facilities were used to finance the Safeway acquisition and pay fees and expenses related to the foregoing. As of June 20. 2015, $6,048.3 million in aggregate principal amount was outstanding under the ABS/Safeway Term Loan Facilities, which currently bear interest, at our option, at a rate per annum equal to (i) the base rate plus a margin ranging from 3% to 3.375% (depending upon the tranche) or (ii) the LIBOR rate (subject to a 1.00% floor) plus a margin ranging from 4% to 4.5% (depending upon the tranche). The maturity dates for the ABS/Safeway Term Loan B-2, the ABS/Safeway Term Loan B-3 and the ABS/Safeway Term Loan B-4 (each as defined herein) are March 21, 2019. August 25. 2019 and August 25. 2021, respectively. For more information, see "Description of Indebtedness." On October 23, 2014, we issued the ABS/Safeway Notes. As of June 20, 2015, $584.4 million in aggregate principal amount was outstanding under the ABS/Safeway Notes, which bear interest at a rate per annum equal to 7.750%. The ABS/Safeway Notes mature on October 15, 2022. The proceeds from the issuance of the ABS/Safeway Notes were used, together with equity contributions and borrowings under our Senior Secured Credit Facilities, to (i) finance the Safeway acquisition, (ii) refinance pre-existing debt and (iii) pay fees and expenses related to the foregoing as well as the sale of PDC and Casa Ley. One or more funds or accounts managed or advised by an investment management affiliate of Guggenheim Securities, LLC are lenders under the ABS/Safeway Term Loan Facilities and may receive 5% or more of the net proceeds of this offering. See "Underwriting (Conflict of Interest)." Affiliates of Goldman, Sachs & Co., Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC and BMO Capital Markets Corp. are also lenders under the NAI Term Loan Facility and/or ABS/Safeway Term Loan Facilities and may receive a portion of the proceeds from this offering that are used to repay borrowings under such facilities. In addition, an affiliate of RBC Capital Markets, LLC is a holder of ABS/Safeway Notes and may receive a portion of the proceeds from this offering that are used to redeem ABS/Safeway Notes. 51 V.1% V....we go% ArcIM es edgar data 1646972 000119312515335826'd900395dsla.htm110 14 2015 9:03:02 AR CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0081590 CONFIDENTIAL SDNY_GM_00227774 EFTA01382291