Filed Pursuant to Rule 433
Registration No. 333-200039
November 10, 2014
PRICING TERM SHEET
SUPERVALU INC.
$350,000,000 of 7.75% Senior Notes Due 2022
This Pricing Term Sheet should be read together with the Preliminary Prospectus Supplement, subject to completion, dated November 10, 2014, relating to SUPERVALU INC.s 7.75% senior notes due 2022 (the Preliminary Prospectus Supplement). The information in this Pricing Term Sheet supplements the Preliminary Prospectus Supplement, supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement, and is otherwise qualified in its entirety by reference to the Preliminary Prospectus Supplement. Terms used herein but not defined herein have the respective meanings given to them in the Preliminary Prospectus Supplement.
Issuer: |
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SUPERVALU INC. |
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Securities: |
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7.75% Senior Notes due 2022 |
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Principal Amount: |
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$350,000,000 |
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Maturity: |
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November 15, 2022 |
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Interest Payment Dates: |
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November 15 and May 15 |
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Record Dates: |
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November 1 and May 1 |
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First Interest Payment Date: |
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May 15, 2015 |
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Underwriting Discount |
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0.750% |
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Net Proceeds (after deducting underwriting discounts and estimated offering expenses) |
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$346,475,000 |
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Initial Public Offering Price: |
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100.000%, plus accrued interest from November 14, 2014 |
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Yield-to-Maturity: |
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7.750% |
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Spread to Benchmark Treasury: |
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557 basis points |
Benchmark Treasury: |
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1.625% UST due November 15, 2022 | |||
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Optional Redemption Upon Certain Equity Offerings: |
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Prior to November 15, 2017, up to 35% of the aggregate principal amount of the notes at 107.750%, plus accrued and unpaid interest, if any, to the redemption date. | |||
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Optional Redemption: |
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On or after: | |||
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November 15, 2018 |
103.875 |
% |
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November 15, 2019 |
101.938 |
% |
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November 15, 2020 and thereafter |
100.000 |
% |
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plus accrued and unpaid interest, if any, to the redemption date. | |||
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Make Whole Redemption: |
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Prior to November 15, 2018, make-whole call based on treasury plus 50 bps, plus accrued and unpaid interest, if any, to the redemption date. | |||
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Trade Date: |
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November 10, 2014 | |||
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Settlement: |
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November 14, 2014 (T + 3) | |||
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CUSIP / ISIN: |
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CUSIP: 868536 AW3
ISIN: US868536AW39 | |||
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Joint Bookrunning Managers: |
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Goldman, Sachs & Co. Credit Suisse Securities (USA) LLC Morgan Stanley & Co. LLC Barclays Capital Inc. | |||
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Co-Managers: |
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Merrill Lynch, Pierce, Fenner & Smith Wells Fargo Securities, LLC | |||
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The Issuer has filed a registration statement (including a prospectus and the Preliminary Prospectus Supplement, with the U.S. Securities and Exchange Commission (the SEC) for this offering. Before you invest, you should read the Preliminary Prospectus Supplement and the documents incorporated by reference therein that the Issuer has filed with the SEC for more complete information about the Issuer and the offering. Alternatively, you may get the incorporated documents the Issuer has filed with the SEC for free by visiting EDGAR on the SEC website at www.sec.gov. A copy of the Preliminary Prospectus Supplement for the offering can be obtained from Goldman, Sachs & Co., Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 1-866-471-2526, or e-mail at prospectus-ny@ny.email.gs.com.