NOT FOR DISTRIBUTION IN THE U.S.
STELLARTON, NS, July 30, 2013 /CNW/ - Sobeys Inc. ("Sobeys" or the "Company") is pleased to announce today that it has entered into an underwriting agreement to sell $500 million aggregate principal amount of 3.52 percent Notes, Series 2013-1 due August 8, 2018 (the "Series 2013-1 Notes") and $500 million aggregate principal amount of 4.70 percent Notes, Series 2013-2 due August 8, 2023 (the "Series 2013-2 Notes" and together with the Series 2013-1 Notes, the "Notes") to a syndicate of underwriters, led by Scotiabank and including National Bank Financial Inc., TD Securities Inc., BMO Capital Markets, CIBC and RBC Capital Markets (the "Underwriters"). The Series 2013-1 Notes will be issued at $999.59 per $1,000 principal amount and the Series 2013-2 Notes will be issued at $1,000 per $1,000 principal amount, for aggregate gross proceeds of $1.0 billion (the "Offering").
The Offering is expected to close on or about August 8, 2013 and is subject to customary closing conditions.
Upon completion of the Offering, the net proceeds from the sale of the Notes will be held in escrow by an escrow agent pending the satisfaction of the conditions to closing, among other things (the "Escrow Release Conditions"), in connection with Sobeys' previously announced acquisition of substantially all of the assets and select liabilities of Canada Safeway Limited (the "Acquisition"). If the Escrow Release Conditions are satisfied on or before 5:00 p.m. (Eastern Standard Time) on March 31, 2014 (the "Escrow Release Deadline"), Sobeys will use the net proceeds from the Offering to partially fund the Acquisition. Attractive market conditions provided the opportunity for Sobeys to issue more Notes than initially contemplated. The additional proceeds raised in the Offering will be used to fund a larger portion of the Acquisition, reducing the amount to be drawn on credit facilities that will be made available to the Company at closing of the Acquisition.
If the Escrow Release Conditions are not satisfied on or before the Escrow Release Deadline or if Sobeys delivers to the Underwriters and the escrow agent a notice that the Acquisition has been terminated, the Notes will be subject to a special mandatory redemption. The redemption price for any special mandatory redemption will be 100 percent of the aggregate principal amount of the Notes, together with accrued and unpaid interest on the Notes from the date of settlement up to but not including the date of the special mandatory redemption.
The Notes will be sold in Canada on a private placement basis pursuant to certain prospectus exemptions. The offer and sale of the Notes will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or any state securities laws, and the Notes may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered and sold in the United States and to, or for the account or benefit of, U.S. persons on a private placement basis only to "qualified institutional buyers" in reliance on Rule 144A under the Securities Act, and outside the United States to persons other than U.S. persons in reliance on Regulation S under the Securities Act.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
This news release contains forward-looking information about the Offering, the expected use of proceeds from the Offering and the Acquisition. The forward-looking statements in this news release are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from current expectations, including those related to the business generally, which are set out in materials filed with the securities regulatory authorities in Canada from time to time, including the risk section of the annual Management's Discussion and Analysis report. No assurance can be given that the Offering or the Acquisition will be completed or the timing of same. Some of the factors that could affect the closing of the Offering and the Acquisition include the need to obtain applicable regulatory approvals and the requirement to satisfy other closing conditions.
The Company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company other than as required by applicable securities laws.
Proudly Canadian, with headquarters in Stellarton, Nova Scotia, Sobeys and its predecessors have been serving the food shopping needs of Canadians for 106 years. A wholly-owned subsidiary of Empire Company Limited (TSX: EMP.A), Sobeys owns or franchises more than 1,300 stores in all 10 provinces under retail banners that include Sobeys, IGA, Foodland, FreshCo, and Thrifty Foods, as well as Lawton's Drug Stores, in addition to over 260 retail fuel locations. Sobeys and its franchise affiliates employ more than 95,000 people. The company's goal is to be widely recognized as the best food retailer and workplace environment in Canada. More information on Sobeys Inc. can be found at www.sobeyscorporate.com.
SOURCE: EMPIRE COMPANY LIMITED
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Chief Financial Officer