SEC Comment Letter 0000000000-23-002839 to Albertsons Companies, Inc. (ACI) (CIK 0001646972) (ACI)
Albertsons Companies, Inc. (ACI) (CIK 0001646972)
Date: March 22, 2023 · CIK: 0001646972 · Accession: 0000000000-23-002839
AI Filing Summary & Sentiment
File numbers found in text: 001-39350
Letter
United States securities and exchange commission logo March 22, 2023 Vivek Sankaran Chief Executive Officer Albertsons Companies, Inc. 250 Parkcenter Blvd. Boise, Idaho 83706 Re:Albertsons Companies, Inc. Amendment No. 2 to Preliminary Information Statement on Schedule 14C Filed March 14, 2023 File No. 001-39350 Dear Vivek Sankaran: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Amendment No. 2 to Preliminary Information Statement on Schedule 14C Filed March 14, 2023 The Merger, page 20 1.We note your amended disclosure in response to comment 2. Please elaborate on the specific advantages of your operating model, strategic accomplishments, the benefits of your strategic initiatives, and describe your commitment to union labor and plans to fund pensions. 2.We note your response to comment 3 regarding the antitrust law considerations related to the transactions. Please discuss each counsel's views on each of the topics discussed at the meetings. Please quantify any details, as applicable, and highlight any material differences in viewpoints between counsel. Also, please elaborate on the court and FTC approaches to past retail transactions and the related evaluation of antitrust issues to be addressed in potential mergers.
FirstName LastNameVivek Sankaran Comapany NameAlbertsons Companies, Inc. March 22, 2023 Page 2 FirstName LastName Vivek Sankaran Albertsons Companies, Inc. March 22, 2023 Page 2 3.We note your amended disclosure in response to comment 5. Please elaborate on the presentation by representatives of White & Case and Debevoise regarding the analysis to be conducted by the FTC with respect to the transaction and divestiture processes. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Cara Wirth at 202-551-7127 or Mara Ransom at 202-551-3264 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Alexander J. May
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United States securities and exchange commission logo
March 22, 2023
Vivek Sankaran
Chief Executive Officer
Albertsons Companies, Inc.
250 Parkcenter Blvd.
Boise, Idaho 83706
Re:Albertsons Companies, Inc.
Amendment No. 2 to Preliminary Information Statement on Schedule 14C
Filed March 14, 2023
File No. 001-39350
Dear Vivek Sankaran:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Amendment No. 2 to Preliminary Information Statement on Schedule 14C Filed March 14, 2023
The Merger, page 20
1.We note your amended disclosure in response to comment 2. Please elaborate on the
specific advantages of your operating model, strategic accomplishments, the benefits of
your strategic initiatives, and describe your commitment to union labor and plans to
fund pensions.
2.We note your response to comment 3 regarding the antitrust law considerations related to
the transactions. Please discuss each counsel's views on each of the topics discussed at the
meetings. Please quantify any details, as applicable, and highlight any material
differences in viewpoints between counsel. Also, please elaborate on the court and FTC
approaches to past retail transactions and the related evaluation of antitrust issues to be
addressed in potential mergers.
FirstName LastNameVivek Sankaran
Comapany NameAlbertsons Companies, Inc.
March 22, 2023 Page 2
FirstName LastName
Vivek Sankaran
Albertsons Companies, Inc.
March 22, 2023
Page 2
3.We note your amended disclosure in response to comment 5. Please elaborate on the
presentation by representatives of White & Case and Debevoise regarding the analysis to
be conducted by the FTC with respect to the transaction and divestiture processes.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Cara Wirth at 202-551-7127 or Mara Ransom at 202-551-3264 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Alexander J. May