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X
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended July 28, 2018
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or
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__
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _______ to _______
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Delaware
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05-0376157
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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313 Iron Horse Way, Providence, RI 0290
8
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code:
(401) 528-8634
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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The NASDAQ Stock Market
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Section
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•
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our
wholesale division
, which includes:
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◦
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our broadline natural, organic and specialty distribution business in the United States;
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◦
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Tony's, which distributes a wide array of specialty protein, cheese, deli, foodservice and bakery goods, principally throughout the Western United States;
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◦
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Albert's, which distributes organically grown produce and non-produce perishable items within the United States, and includes the operations of Nor-Cal, a distributor of organic and conventional produce and non-produce perishable items principally in Northern California;
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◦
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UNFI Canada, Inc. ("UNFI Canada"), which is our natural, organic and specialty distribution business in Canada; and
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◦
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Select Nutrition, which distributes vitamins, minerals and supplements; and
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•
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our
manufacturing and branded products division
, consisting of:
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◦
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Woodstock Farms Manufacturing, which specializes in importing, roasting, packaging and the distribution of nuts, dried fruit, seeds, trail mixes, granola, natural and organic snack items and confections; and
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◦
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our Blue Marble Brands branded product lines.
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•
|
expand our marketing and customer service programs across regions;
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•
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expand our national purchasing opportunities;
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•
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offer a broader product selection than our competitors;
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•
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offer operational excellence with high service levels and a higher percentage of on-time deliveries than our competitors;
|
•
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centralize general and administrative functions to reduce expenses;
|
•
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consolidate systems applications among physical locations and regions;
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•
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increase our investment in people, facilities, equipment and technology;
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•
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integrate administrative and accounting functions; and
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•
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reduce the geographic overlap between regions.
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•
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supernatural
, which consists of chain accounts that are national in scope and carry greater than 90% natural products, and at this time currently consists solely of Whole Foods Market;
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•
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supermarkets
, which include accounts that also carry conventional products, and at this time currently include chain accounts, supermarket independents, and gourmet and ethnic specialty stores;
|
•
|
independents
, which include single store and chain accounts (excluding supernatural, as defined above), which carry more than 90% natural products and buying clubs of consumer groups joined to buy products; and
|
•
|
other
, which includes foodservice, e-commerce and international customers outside of Canada, as well as sales to Amazon.com, Inc.
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•
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Whole Foods Market, the largest supernatural chain in the United States and Canada; and
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•
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Other customers, including Natural Grocers, Wegmans, Kroger, Earth Fare, Sprouts Farmers Market, Giant-Carlisle, Stop & Shop, Giant-Landover, Giant Eagle, Hannaford, Harris Teeter, The Fresh Market, Market Basket, Shop-Rite, Publix, Raley's, Lucky's, and Loblaws.
|
•
|
Monthly, region-specific, consumer circular programs, with the participating retailers’ imprint featuring products sold by the retailer to its customers. The monthly circular programs are structured to pass through the benefit of our negotiated discounts and advertising allowances to the retailer, and also provide retailers with a physical flyer and shelf tags corresponding to each month's promotions. We also offer a web-based tool which retailers can use to produce highly customized circulars and other marketing materials for their stores called the Customized Marketing Program.
|
•
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Truck advertising program that allows our suppliers to purchase advertising space on the sides of our hundreds of trailers traveling throughout the United States and Canada, increasing brand exposure to consumers.
|
•
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New item introduction programs showcase a supplier's new items to retailers through trial and discounts.
|
•
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Customer Portal Advertising that allows our suppliers to advertise directly to retailers using the portal that many retailers use to order product and/or gather product information.
|
•
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Foodservice options designed to support accounts in that category.
|
•
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Monthly Specials Catalogs that highlight promotions and new product introductions.
|
•
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Specialized catalogs for holiday and seasonal products.
|
•
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ClearVue®, an information sharing program offered to a select group of suppliers designed to improve the transparency of information and drive efficiency within the supply chain. With the availability of in-depth data and tailored reporting tools, participants are able to reduce inventory balances while improving service levels.
|
•
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Supply Chain by ClearVue®, an information sharing program designed to provide heightened transparency to suppliers through demand planning, forecasting and procurement insights. This program offers weekly and monthly reporting enabling suppliers to identify areas of sales growth while pinpointing specific opportunities for achieving greater profits.
|
•
|
Supplier-In-Site (SIS), an information-sharing website that helps our suppliers better understand the independents channel in order to generate mutually beneficial incremental sales in an efficient manner.
|
•
|
Growth incentive programs, supplier-focused high-level sales and marketing support for selected brands, which foster our partnership by building incremental, mutually profitable sales for suppliers and us.
|
•
|
trends reports in the natural and organic industry;
|
•
|
product data information such as best seller lists, store usage reports and catalogs;
|
•
|
assistance with store layout designs; new store design and equipment procurement;
|
•
|
planogramming, shelf and category management support;
|
•
|
in-store signage and promotional materials assistance with planning and setting up product displays;
|
•
|
shelf tags for products; and
|
•
|
a robust customer portal with product information, search and ordering capabilities, reports and publications.
|
•
|
demand for our products, including fluctuations as a result of calendar year-end holidays;
|
•
|
changes in our operating expenses, including fuel and insurance expenses;
|
•
|
management's ability to execute our business and growth strategies;
|
•
|
changes in customer preferences, including levels of enthusiasm for health, fitness and environmental issues;
|
•
|
public perception of the benefits of natural and organic products when compared to similar conventional products;
|
•
|
fluctuation of natural product prices due to competitive pressures;
|
•
|
the addition or loss of significant customers;
|
•
|
personnel changes;
|
•
|
general economic conditions, including inflation;
|
•
|
supply shortages, including a lack of an adequate supply of high-quality livestock or agricultural products due to poor growing conditions, water shortages, natural disasters or otherwise;
|
•
|
volatility in prices of high-quality livestock or agricultural products resulting from poor growing conditions, water shortages, weather, natural disasters or otherwise;
|
•
|
contractual adjustments, disputes, or modifications with our suppliers or customers;
|
•
|
shortage of qualified labor which could potentially increase labor costs, reduce profitability or decrease our ability to effectively serve customers; and
|
•
|
future acquisitions, particularly in periods immediately following the consummation of such acquisition transactions while the operations of the acquired businesses are being integrated into our operations.
|
•
|
maintaining the customer and supplier base;
|
•
|
optimizing delivery routes;
|
•
|
coordinating administrative, distribution and finance functions; and
|
•
|
integrating management information systems and personnel.
|
•
|
increasing our vulnerability to, and reducing our flexibility to plan for and respond to, general adverse economic and industry conditions and changes in our business and the competitive environment;
|
•
|
requiring the dedication of a substantial portion of our cash flow from operations to the payment of principal of, and interest on, indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, acquisitions, share repurchases or other corporate purposes;
|
•
|
increasing our vulnerability to a downgrade of our credit rating, which could adversely affect our cost of funds, liquidity and access to capital markets;
|
•
|
restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;
|
•
|
increasing our exposure to the risk of increased interest rates insofar as current and future borrowings are subject to variable rates of interest;
|
•
|
making it more difficult for us to repay, refinance or satisfy our obligations with respect to our debt;
|
•
|
limiting our ability to borrow additional funds in the future and increasing the cost of any such borrowing;
|
•
|
placing us at a competitive disadvantage compared to competitors with less leverage or better access to capital resources, and
|
•
|
imposing restrictive covenants on our operations, which, if not complied with, could result in an event of default, which in turn, if not cured or waived, could result in the acceleration of the applicable debt, and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies.
|
•
|
the products that we distribute in the United States are subject to inspection by the FDA;
|
•
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our warehouse and distribution centers are subject to inspection by the USDA and state health authorities; and
|
•
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the United States Department of Transportation and the United States Federal Highway Administration regulate our United States trucking operations.
|
Location
|
|
Square Footage
(Approximate in thousands)
|
|
Lease Expiration
|
|
Atlanta, Georgia*
|
|
304
|
|
|
Owned
|
Auburn, California*
|
|
126
|
|
|
Owned
|
Auburn, Washington
|
|
323
|
|
|
August 2019
|
Aurora, Colorado
|
|
483
|
|
|
October 2033
|
Burnaby, British Columbia
|
|
41
|
|
|
December 2022
|
Charlotte, North Carolina
|
|
43
|
|
|
September 2019
|
Chesterfield, New Hampshire*
|
|
272
|
|
|
Owned
|
Dayville, Connecticut*
|
|
292
|
|
|
Owned
|
Gilroy, California
|
|
411
|
|
|
Owned
|
Greenwood, Indiana*
|
|
293
|
|
|
Owned
|
Howell Township, New Jersey
|
|
387
|
|
|
Owned
|
Hudson Valley, New York*
|
|
476
|
|
|
Owned
|
Iowa City, Iowa*
|
|
249
|
|
|
Owned
|
Lancaster, Texas
|
|
454
|
|
|
July 2020
|
Logan Township, New Jersey
|
|
70
|
|
|
March 2028
|
Montreal, Quebec
|
|
31
|
|
|
July 2019
|
Moreno Valley, California
|
|
596
|
|
|
July 2023
|
Philadelphia, Pennsylvania
|
|
100
|
|
|
January 2020
|
Prescott, Wisconsin
|
|
269
|
|
|
Owned
|
Racine, Wisconsin*
|
|
410
|
|
|
Owned
|
Richburg, South Carolina
|
|
336
|
|
|
Owned
|
Richmond, British Columbia
|
|
96
|
|
|
August 2022
|
Ridgefield, Washington
|
|
30
|
|
|
September 2019
|
Ridgefield, Washington*
|
|
220
|
|
|
Owned
|
Rocklin, California*
|
|
439
|
|
|
Owned
|
Sarasota, Florida
|
|
641
|
|
|
July 2022
|
Truckee, California
|
|
6
|
|
|
August 2020
|
Vaughan, Ontario
|
|
180
|
|
|
November 2021
|
Vernon, California*
|
|
30
|
|
|
Owned
|
West Sacramento, California
|
|
192
|
|
|
Owned
|
West Sacramento, California
|
|
85
|
|
|
Owned
|
York, Pennsylvania
|
|
650
|
|
|
May 2020
|
Yuba City, California
|
|
224
|
|
|
September 2021
|
Fiscal 2018
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
44.94
|
|
|
$
|
32.52
|
|
Second Quarter
|
|
52.69
|
|
|
38.04
|
|
||
Third Quarter
|
|
49.81
|
|
|
40.88
|
|
||
Fourth Quarter
|
|
47.73
|
|
|
32.03
|
|
||
|
|
|
|
|
||||
Fiscal 2017
|
|
|
|
|
|
|||
First Quarter
|
|
$
|
50.06
|
|
|
$
|
38.55
|
|
Second Quarter
|
|
49.39
|
|
|
40.81
|
|
||
Third Quarter
|
|
45.99
|
|
|
39.47
|
|
||
Fourth Quarter
|
|
42.38
|
|
|
34.60
|
|
*
|
$100 invested on 8/3/13 in UNFI common stock or 8/3/13 in the relevant index, including reinvestment of dividends. Index calculated on a month-end basis.
|
Consolidated Statement of Income Data: (1) (2)
|
|
July 28,
2018 |
|
July 29,
2017 |
|
July 30,
2016 |
|
August 1,
2015 |
|
August 2,
2014 |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||||||
Net sales
|
|
$
|
10,226,683
|
|
|
$
|
9,274,471
|
|
|
$
|
8,470,286
|
|
|
$
|
8,184,978
|
|
|
$
|
6,794,447
|
|
Cost of sales
|
|
8,703,916
|
|
|
7,845,550
|
|
|
7,190,935
|
|
|
6,924,463
|
|
|
5,666,802
|
|
|||||
Gross profit
|
|
1,522,767
|
|
|
1,428,921
|
|
|
1,279,351
|
|
|
1,260,515
|
|
|
1,127,645
|
|
|||||
Total operating expenses
|
|
1,295,542
|
|
|
1,202,896
|
|
|
1,055,242
|
|
|
1,018,558
|
|
|
916,857
|
|
|||||
Operating income
|
|
227,225
|
|
|
226,025
|
|
|
224,109
|
|
|
241,957
|
|
|
210,788
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
|
212,745
|
|
|
214,423
|
|
|
208,222
|
|
|
229,769
|
|
|
207,408
|
|
|||||
Provision for income taxes
|
|
47,075
|
|
|
84,268
|
|
|
82,456
|
|
|
91,035
|
|
|
81,926
|
|
|||||
Net income
|
|
$
|
165,670
|
|
|
$
|
130,155
|
|
|
$
|
125,766
|
|
|
$
|
138,734
|
|
|
$
|
125,482
|
|
Basic per share data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
3.28
|
|
|
$
|
2.57
|
|
|
$
|
2.50
|
|
|
$
|
2.77
|
|
|
$
|
2.53
|
|
Diluted per share data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
3.26
|
|
|
$
|
2.56
|
|
|
$
|
2.50
|
|
|
$
|
2.76
|
|
|
$
|
2.52
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Balance Sheet Data: (2) (3)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
|
$
|
1,089,690
|
|
|
$
|
958,683
|
|
|
$
|
991,468
|
|
|
$
|
1,018,437
|
|
|
$
|
850,006
|
|
Total assets
|
|
2,964,472
|
|
|
2,886,563
|
|
|
2,852,155
|
|
|
2,540,994
|
|
|
2,284,446
|
|
|||||
Total long-term debt and capital leases, excluding current portion
|
|
137,709
|
|
|
149,863
|
|
|
161,739
|
|
|
172,949
|
|
|
32,510
|
|
|||||
Total stockholders' equity
|
|
$
|
1,845,955
|
|
|
$
|
1,681,921
|
|
|
$
|
1,519,504
|
|
|
$
|
1,381,088
|
|
|
$
|
1,238,919
|
|
(1)
|
Includes the effect of acquisitions from the respective dates of acquisition.
|
(2)
|
Periods prior to the year ended July 30, 2016 have been restated for immaterial corrections for identified errors in accounting for early payment discounts on inventory purchases.
|
(3)
|
Amounts have been adjusted for the reclassification of debt issuance costs resulting from the Company's early adoption of Accounting Standards Update No. 2015-03,
Interest- Imputation of Interest (Subtopic 835-30)
, in the fourth quarter of fiscal 2016.
|
•
|
our dependence on principal customers;
|
•
|
our ability to effectively manage operational expenses due to higher volumes from our single supernatural customer and from supermarkets in light of lower margins from those customers;
|
•
|
the relatively low margins and economic sensitivity of our business;
|
•
|
changes in disposable income levels and consumer spending trends;
|
•
|
our reliance on the continued growth in sales of natural and organic foods and non-food products in comparison to conventional products;
|
•
|
increased competition in our industry as a result of increased distribution of natural, organic and specialty products by conventional grocery distributors and direct distribution of those products by large retailers and online distributors;
|
•
|
the ability to identify and successfully complete acquisitions, including our ability to complete the acquisition of SUPERVALU and to recognize the anticipated benefits of the business combination with SUPERVALU;
|
•
|
our ability to timely and successfully deploy our warehouse management system throughout our distribution centers and our transportation management system across the Company and to achieve the expected efficiencies and cost savings from these efforts;
|
•
|
the addition or loss of significant customers or material changes to our relationships with these customers;
|
•
|
our sensitivity to general economic conditions, including the current economic environment;
|
•
|
our sensitivity to inflationary and deflationary pressures;
|
•
|
volatility in fuel costs;
|
•
|
volatility in foreign exchange rates;
|
•
|
the potential for disruptions in our supply chain by circumstances beyond our control;
|
•
|
the risk of interruption of supplies due to lack of long-term contracts, severe weather, work stoppages or otherwise;
|
•
|
consumer demand for natural and organic products outpacing suppliers’ ability to produce those products and challenges we may experience in obtaining sufficient amounts of products to meet our customers' demands;
|
•
|
moderated supplier promotional activity, including decreased forward buying opportunities;
|
•
|
union-organizing activities that could cause labor relations difficulties and increased costs;
|
•
|
management's allocation of capital and the timing of capital expenditures; and
|
•
|
changes in interpretations, assumptions and expectations regarding the Tax Cuts and Jobs Act ("TCJA"), including additional guidance that may be issued by federal and state taxing authorities.
|
•
|
our
wholesale division
, which includes:
|
◦
|
our broadline natural, organic and specialty distribution business in the United States;
|
◦
|
Tony's, which distributes a wide array of specialty protein, cheese, deli, foodservice and bakery goods, principally throughout the Western United States;
|
◦
|
Albert's, which distributes organically grown produce and non-produce perishable items within the United States, and includes the operations of Nor-Cal, a distributor of organic and conventional produce and non-produce perishable items principally in Northern California;
|
◦
|
UNFI Canada, Inc. ("UNFI Canada"), which is our natural, organic and specialty distribution business in Canada; and
|
◦
|
Select Nutrition, which distributes vitamins, minerals and supplements; and
|
•
|
our
manufacturing and branded products division
, consisting of:
|
◦
|
Woodstock Farms Manufacturing, which specializes in importing, roasting, packaging and the distribution of nuts, dried fruit, seeds, trail mixes, granola, natural and organic snack items and confections; and
|
◦
|
our Blue Marble Brands branded product lines.
|
|
|
Fiscal year ended
|
|
|||||||
|
|
July 28,
2018 |
|
July 29,
2017 |
|
July 30,
2016 |
|
|||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Cost of sales
|
|
85.1
|
%
|
|
84.6
|
%
|
|
84.9
|
%
|
|
Gross profit
|
|
14.9
|
%
|
|
15.4
|
%
|
|
15.1
|
%
|
|
Operating expenses
|
|
12.5
|
%
|
|
12.9
|
%
|
|
12.4
|
%
|
|
Restructuring and asset impairment expenses
|
|
0.2
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|
Total operating expenses
|
|
12.7
|
%
|
|
13.0
|
%
|
|
12.5
|
%
|
|
Operating income
|
|
2.2
|
%
|
|
2.4
|
%
|
|
2.6
|
%
|
|
Other expense (income):
|
|
|
|
|
|
|
|
|||
Interest expense
|
|
0.2
|
%
|
|
0.2
|
%
|
|
0.2
|
%
|
|
Interest income
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Other, net
|
|
—
|
%
|
|
(0.1
|
)%
|
|
—
|
%
|
|
Total other expense, net
|
|
0.1
|
%
|
*
|
0.1
|
%
|
|
0.2
|
%
|
|
Income before income taxes
|
|
2.1
|
%
|
|
2.3
|
%
|
|
2.5
|
%
|
*
|
Provision for income taxes
|
|
0.5
|
%
|
|
0.9
|
%
|
|
1.0
|
%
|
|
Net income
|
|
1.6
|
%
|
|
1.4
|
%
|
|
1.5
|
%
|
|
Customer Type
|
|
2018
Net Sales |
|
% of Total
Net Sales |
|
2017
Net Sales |
|
% of Total
Net Sales |
|
||||||
Supernatural
|
|
$
|
3,758
|
|
|
37
|
%
|
|
$
|
3,096
|
|
|
33
|
%
|
|
Supermarkets
|
|
2,856
|
|
|
28
|
%
|
|
2,747
|
|
|
30
|
%
|
|
||
Independents
|
|
2,573
|
|
|
25
|
%
|
|
2,427
|
|
|
26
|
%
|
|
||
Other
|
|
1,039
|
|
|
10
|
%
|
|
1,004
|
|
|
11
|
%
|
|
||
Total
|
|
$
|
10,227
|
|
*
|
100
|
%
|
|
$
|
9,274
|
|
|
100
|
%
|
|
Customer Type
|
|
2017
Net Sales |
|
% of Total
Net Sales |
|
2016
Net Sales |
|
% of Total
Net Sales |
|
||||||
Supernatural
|
|
$
|
3,096
|
|
|
33
|
%
|
|
$
|
2,951
|
|
|
35
|
%
|
|
Supermarkets
|
|
2,747
|
|
|
30
|
%
|
|
2,288
|
|
|
27
|
%
|
|
||
Independents
|
|
2,427
|
|
|
26
|
%
|
|
2,291
|
|
|
27
|
%
|
|
||
Other
|
|
1,004
|
|
|
11
|
%
|
|
940
|
|
|
11
|
%
|
|
||
Total
|
|
$
|
9,274
|
|
|
100
|
%
|
|
$
|
8,470
|
|
|
100
|
%
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
One Year
|
|
1–3
Years
|
|
3–5
Years
|
|
Thereafter
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Inventory purchase commitments
|
$
|
15,873
|
|
|
$
|
15,873
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Notes payable
(1)
|
210,000
|
|
|
—
|
|
|
210,000
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
(2)
|
151,314
|
|
|
12,441
|
|
|
106,019
|
|
|
7,618
|
|
|
25,236
|
|
|||||
Deferred compensation
|
6,708
|
|
|
1,147
|
|
|
1,725
|
|
|
1,487
|
|
|
2,349
|
|
|||||
Multi-employer plan withdrawal liability
|
3,380
|
|
|
100
|
|
|
220
|
|
|
251
|
|
|
2,809
|
|
|||||
Long-term non-capitalized leases
|
231,740
|
|
|
64,688
|
|
|
89,362
|
|
|
46,804
|
|
|
30,886
|
|
|||||
Total
|
$
|
619,015
|
|
|
$
|
94,249
|
|
|
$
|
407,326
|
|
|
$
|
56,160
|
|
|
$
|
61,280
|
|
United Natural Foods, Inc. and Subsidiaries:
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
July 28,
2018 |
|
July 29,
2017 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
23,315
|
|
|
$
|
15,414
|
|
Accounts receivable, net of allowance of $15,996 and $13,939, respectively
|
579,702
|
|
|
525,636
|
|
||
Inventories
|
1,135,775
|
|
|
1,031,690
|
|
||
Deferred income taxes
|
—
|
|
|
40,635
|
|
||
Prepaid expenses and other current assets
|
50,122
|
|
|
49,295
|
|
||
Total current assets
|
1,788,914
|
|
|
1,662,670
|
|
||
Property and equipment, net
|
571,146
|
|
|
602,090
|
|
||
Goodwill
|
362,495
|
|
|
371,259
|
|
||
Intangible assets, net of accumulated amortization of $64,438 and $49,926, respectively
|
193,209
|
|
|
208,289
|
|
||
Other assets
|
48,708
|
|
|
42,255
|
|
||
Total assets
|
$
|
2,964,472
|
|
|
$
|
2,886,563
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
517,125
|
|
|
$
|
534,616
|
|
Accrued expenses and other current liabilities
|
169,658
|
|
|
157,243
|
|
||
Current portion of long-term debt
|
12,441
|
|
|
12,128
|
|
||
Total current liabilities
|
699,224
|
|
|
703,987
|
|
||
Notes payable
|
210,000
|
|
|
223,612
|
|
||
Deferred income taxes
|
44,384
|
|
|
98,833
|
|
||
Other long-term liabilities
|
27,200
|
|
|
28,347
|
|
||
Long-term debt, excluding current portion
|
137,709
|
|
|
149,863
|
|
||
Total liabilities
|
1,118,517
|
|
|
1,204,642
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, authorized 5,000 shares; none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, authorized 100,000 shares; 51,025 shares issued and 50,411 shares outstanding at July 28, 2018; 50,622 issued and outstanding shares at July 29, 2017
|
510
|
|
|
506
|
|
||
Additional paid-in capital
|
483,623
|
|
|
460,011
|
|
||
Treasury stock at cost
|
(24,231
|
)
|
|
—
|
|
||
Accumulated other comprehensive loss
|
(14,179
|
)
|
|
(13,963
|
)
|
||
Retained earnings
|
1,400,232
|
|
|
1,235,367
|
|
||
Total stockholders' equity
|
1,845,955
|
|
|
1,681,921
|
|
||
Total liabilities and stockholders' equity
|
$
|
2,964,472
|
|
|
$
|
2,886,563
|
|
|
Fiscal year ended
|
||||||||||
|
July 28,
2018 |
|
July 29,
2017 |
|
July 30,
2016 |
||||||
Net sales
|
$
|
10,226,683
|
|
|
$
|
9,274,471
|
|
|
$
|
8,470,286
|
|
Cost of sales
|
8,703,916
|
|
|
7,845,550
|
|
|
7,190,935
|
|
|||
Gross profit
|
1,522,767
|
|
|
1,428,921
|
|
|
1,279,351
|
|
|||
Operating expenses
|
1,279,529
|
|
|
1,196,032
|
|
|
1,049,690
|
|
|||
Restructuring and asset impairment expenses
|
16,013
|
|
|
6,864
|
|
|
5,552
|
|
|||
Total operating expenses
|
1,295,542
|
|
|
1,202,896
|
|
|
1,055,242
|
|
|||
Operating income
|
227,225
|
|
|
226,025
|
|
|
224,109
|
|
|||
Other expense (income):
|
|
|
|
|
|
||||||
Interest expense
|
16,471
|
|
|
17,114
|
|
|
16,259
|
|
|||
Interest income
|
(446
|
)
|
|
(360
|
)
|
|
(1,115
|
)
|
|||
Other, net
|
(1,545
|
)
|
|
(5,152
|
)
|
|
743
|
|
|||
Total other expense, net
|
14,480
|
|
|
11,602
|
|
|
15,887
|
|
|||
Income before income taxes
|
212,745
|
|
|
214,423
|
|
|
208,222
|
|
|||
Provision for income taxes
|
47,075
|
|
|
84,268
|
|
|
82,456
|
|
|||
Net income
|
$
|
165,670
|
|
|
$
|
130,155
|
|
|
$
|
125,766
|
|
Basic per share data:
|
|
|
|
|
|
||||||
Net income
|
$
|
3.28
|
|
|
$
|
2.57
|
|
|
$
|
2.50
|
|
Weighted average basic shares of common stock
|
50,530
|
|
|
50,570
|
|
|
50,313
|
|
|||
Diluted per share data:
|
|
|
|
|
|
||||||
Net income
|
$
|
3.26
|
|
|
$
|
2.56
|
|
|
$
|
2.50
|
|
Weighted average diluted shares of common stock
|
50,837
|
|
|
50,775
|
|
|
50,399
|
|
|
Fiscal year ended
|
||||||||||
|
July 28,
2018 |
|
July 29,
2017 |
|
July 30,
2016 |
||||||
Net income
|
$
|
165,670
|
|
|
$
|
130,155
|
|
|
$
|
125,766
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(3,791
|
)
|
|
3,537
|
|
|
205
|
|
|||
Change in fair value of swap agreements, net of tax
|
3,575
|
|
|
4,879
|
|
|
(3,141
|
)
|
|||
Total other comprehensive (loss) income
|
(216
|
)
|
|
8,416
|
|
|
(2,936
|
)
|
|||
Total comprehensive income
|
$
|
165,454
|
|
|
$
|
138,571
|
|
|
$
|
122,830
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid in
Capital
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Retained Earnings
|
|
Total
Stockholders'
Equity
|
||||||||||||||||||
(In thousands)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balances at August 1, 2015
|
50,096
|
|
|
$
|
501
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
420,584
|
|
|
$
|
(19,443
|
)
|
|
$
|
979,446
|
|
|
$
|
1,381,088
|
|
Stock option exercises and restricted stock vestings, net
|
287
|
|
|
3
|
|
|
|
|
|
|
|
|
291
|
|
|
|
|
|
|
|
|
294
|
|
||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
15,308
|
|
|
|
|
|
|
15,308
|
|
||||||||||||
Share-based compensation / restructuring costs
|
|
|
|
|
|
|
|
|
67
|
|
|
|
|
|
|
67
|
|
||||||||||||
Tax deficit associated with stock plans
|
|
|
|
|
|
|
|
|
|
|
|
|
(83
|
)
|
|
|
|
|
|
|
|
(83
|
)
|
||||||
Fair value of swap agreement, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,141
|
)
|
|
|
|
|
(3,141
|
)
|
|||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
205
|
|
|
|
|
|
205
|
|
||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,766
|
|
|
125,766
|
|
||||||
Balances at July 30, 2016
|
50,383
|
|
|
$
|
504
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
436,167
|
|
|
$
|
(22,379
|
)
|
|
$
|
1,105,212
|
|
|
$
|
1,519,504
|
|
Stock option exercises and restricted stock vestings, net
|
239
|
|
|
2
|
|
|
|
|
|
|
|
|
(1,041
|
)
|
|
|
|
|
|
|
|
(1,039
|
)
|
||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
25,675
|
|
|
|
|
|
|
|
|
25,675
|
|
||||||
Share-based compensation / restructuring costs
|
|
|
|
|
|
|
|
|
530
|
|
|
|
|
|
|
530
|
|
||||||||||||
Tax deficit associated with stock plans
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,320
|
)
|
|
|
|
|
|
|
|
(1,320
|
)
|
||||||
Fair value of swap agreements, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,879
|
|
|
|
|
|
4,879
|
|
||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,537
|
|
|
|
|
|
3,537
|
|
||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
130,155
|
|
|
130,155
|
|
||||||
Balances at July 29, 2017
|
50,622
|
|
|
$
|
506
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
460,011
|
|
|
$
|
(13,963
|
)
|
|
$
|
1,235,367
|
|
|
$
|
1,681,921
|
|
Cumulative effect of change in accounting principle
|
|
|
|
|
|
|
|
|
|
|
|
|
1,314
|
|
|
|
|
|
(805
|
)
|
|
509
|
|
||||||
Stock option exercises and restricted stock vestings, net
|
403
|
|
|
4
|
|
|
|
|
|
|
|
|
(3,592
|
)
|
|
|
|
|
|
|
|
(3,588
|
)
|
||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
25,783
|
|
|
|
|
|
|
|
|
25,783
|
|
||||||
Repurchase of common stock
|
|
|
|
|
615
|
|
|
(24,231
|
)
|
|
|
|
|
|
|
|
(24,231
|
)
|
|||||||||||
Share-based compensation / restructuring costs
|
|
|
|
|
|
|
|
|
107
|
|
|
|
|
|
|
107
|
|
||||||||||||
Fair value of swap agreements, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,575
|
|
|
|
|
|
3,575
|
|
||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,791
|
)
|
|
|
|
|
(3,791
|
)
|
||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
165,670
|
|
|
165,670
|
|
||||||
Balances at July 28, 2018
|
51,025
|
|
|
$
|
510
|
|
|
615
|
|
|
$
|
(24,231
|
)
|
|
$
|
483,623
|
|
|
$
|
(14,179
|
)
|
|
$
|
1,400,232
|
|
|
$
|
1,845,955
|
|
|
Fiscal year ended
|
||||||||||
(In thousands)
|
July 28,
2018 |
|
July 29,
2017 |
|
July 30,
2016 |
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
165,670
|
|
|
$
|
130,155
|
|
|
$
|
125,766
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
87,631
|
|
|
86,051
|
|
|
71,006
|
|
|||
Deferred income tax (benefit) expense
|
(14,819
|
)
|
|
(1,891
|
)
|
|
12,480
|
|
|||
Share-based compensation
|
25,783
|
|
|
25,675
|
|
|
15,308
|
|
|||
Excess tax deficit from share-based payment arrangements
|
—
|
|
|
1,320
|
|
|
83
|
|
|||
Loss on disposition of assets
|
2,820
|
|
|
943
|
|
|
458
|
|
|||
Restructuring and asset impairment
|
3,370
|
|
|
640
|
|
|
758
|
|
|||
Goodwill impairment
|
7,872
|
|
|
—
|
|
|
—
|
|
|||
Gain associated with disposal of investment
|
(699
|
)
|
|
(6,106
|
)
|
|
—
|
|
|||
Change in accounting estimate
|
(20,909
|
)
|
|
—
|
|
|
—
|
|
|||
Provision for doubtful accounts
|
12,006
|
|
|
5,728
|
|
|
6,426
|
|
|||
Non-cash interest expense (income)
|
275
|
|
|
175
|
|
|
(106
|
)
|
|||
Changes in assets and liabilities, net of acquired companies:
|
|
|
|
|
|
||||||
Accounts receivable
|
(67,283
|
)
|
|
(38,757
|
)
|
|
29,417
|
|
|||
Inventories
|
(108,795
|
)
|
|
(6,929
|
)
|
|
2,113
|
|
|||
Prepaid expenses and other assets
|
4,473
|
|
|
(6,383
|
)
|
|
5,381
|
|
|||
Accounts payable
|
4,395
|
|
|
90,217
|
|
|
14,379
|
|
|||
Accrued expenses and other liabilities
|
7,682
|
|
|
(62
|
)
|
|
13,140
|
|
|||
Net cash provided by operating activities
|
109,472
|
|
|
280,776
|
|
|
296,609
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(44,608
|
)
|
|
(56,112
|
)
|
|
(41,375
|
)
|
|||
Purchases of acquired businesses, net of cash acquired
|
(39
|
)
|
|
(9,207
|
)
|
|
(306,724
|
)
|
|||
Long-term investment
|
(3,397
|
)
|
|
(2,000
|
)
|
|
—
|
|
|||
Proceeds from disposal of investment
|
756
|
|
|
9,192
|
|
|
—
|
|
|||
Payment of company owned life insurance premiums
|
—
|
|
|
(2,000
|
)
|
|
(2,925
|
)
|
|||
Proceeds from disposition of assets
|
283
|
|
|
168
|
|
|
109
|
|
|||
Net cash used in investing activities
|
(47,005
|
)
|
|
(59,959
|
)
|
|
(350,915
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from borrowings under revolving credit line
|
556,061
|
|
|
215,662
|
|
|
709,972
|
|
|||
Repayments of borrowings under revolving credit line
|
(569,671
|
)
|
|
(418,693
|
)
|
|
(646,481
|
)
|
|||
Repayments of long-term debt
|
(12,128
|
)
|
|
(11,546
|
)
|
|
(11,255
|
)
|
|||
Repurchase of common stock
|
(24,231
|
)
|
|
—
|
|
|
—
|
|
|||
(Decrease) increase in bank overdraft
|
(434
|
)
|
|
(7,445
|
)
|
|
6,063
|
|
|||
Proceeds from exercise of stock options
|
975
|
|
|
274
|
|
|
2,011
|
|
|||
Payment of employee restricted stock tax withholdings
|
(4,563
|
)
|
|
(1,313
|
)
|
|
(1,717
|
)
|
|||
Excess tax deficit from share-based payment arrangements
|
—
|
|
|
(1,320
|
)
|
|
(83
|
)
|
|||
Capitalized debt issuance costs
|
—
|
|
|
(180
|
)
|
|
(2,164
|
)
|
|||
Net cash (used in) provided by financing activities
|
(53,991
|
)
|
|
(224,561
|
)
|
|
56,346
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(575
|
)
|
|
565
|
|
|
(827
|
)
|
|||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
7,901
|
|
|
(3,179
|
)
|
|
1,213
|
|
|||
Cash and cash equivalents at beginning of period
|
15,414
|
|
|
18,593
|
|
|
17,380
|
|
|||
Cash and cash equivalents at end of period
|
$
|
23,315
|
|
|
$
|
15,414
|
|
|
$
|
18,593
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
16,471
|
|
|
$
|
17,115
|
|
|
$
|
16,696
|
|
Cash paid for federal and state income taxes, net of refunds
|
$
|
64,042
|
|
|
$
|
78,984
|
|
|
$
|
67,028
|
|
1.
|
SIGNIFICANT ACCOUNTING POLICIES
|
|
Original
Estimated
Useful Lives
(Years)
|
|
2018
|
|
2017
|
||||
|
(In thousands, except years)
|
||||||||
Land
|
|
|
$
|
52,929
|
|
|
$
|
52,989
|
|
Buildings and improvements
|
20-40
|
|
446,665
|
|
|
396,733
|
|
||
Leasehold improvements
|
5-20
|
|
106,014
|
|
|
138,466
|
|
||
Warehouse equipment
|
3-30
|
|
185,669
|
|
|
173,591
|
|
||
Office equipment
|
3-10
|
|
85,734
|
|
|
95,794
|
|
||
Computer software
|
3-7
|
|
155,329
|
|
|
147,647
|
|
||
Motor vehicles
|
3-7
|
|
4,884
|
|
|
4,657
|
|
||
Construction in progress
|
|
|
22,105
|
|
|
17,968
|
|
||
|
|
|
1,059,329
|
|
|
1,027,845
|
|
||
Less accumulated depreciation and amortization
|
|
|
488,183
|
|
|
425,755
|
|
||
Net property and equipment
|
|
|
$
|
571,146
|
|
|
$
|
602,090
|
|
Customer relationships
|
|
7-20 years
|
Non-competition agreements
|
|
1-10 years
|
Trademarks and tradenames
|
|
4-10 years
|
|
Wholesale
|
|
Other
|
|
Total
|
||||||
Goodwill as of July 30, 2016
|
$
|
348,143
|
|
|
$
|
18,025
|
|
|
$
|
366,168
|
|
Goodwill from prior fiscal year business combinations
|
10,102
|
|
|
—
|
|
|
10,102
|
|
|||
Contingent consideration for prior year business combinations
|
(6,093
|
)
|
|
—
|
|
|
(6,093
|
)
|
|||
Change in foreign exchange rates
|
1,082
|
|
|
—
|
|
|
1,082
|
|
|||
Goodwill as of July 29, 2017
|
$
|
353,234
|
|
|
$
|
18,025
|
|
|
$
|
371,259
|
|
Impairment
|
—
|
|
|
(7,872
|
)
|
|
(7,872
|
)
|
|||
Goodwill adjustment for prior fiscal year business combinations
|
220
|
|
|
—
|
|
|
220
|
|
|||
Change in foreign exchange rates
|
(1,112
|
)
|
|
—
|
|
|
(1,112
|
)
|
|||
Goodwill as of July 28, 2018
|
$
|
352,342
|
|
|
$
|
10,153
|
|
|
$
|
362,495
|
|
|
July 28, 2018
|
|
July 29, 2017
|
||||||||||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Amortizing intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
197,246
|
|
|
$
|
61,543
|
|
|
$
|
135,703
|
|
|
$
|
197,852
|
|
|
$
|
48,044
|
|
|
$
|
149,808
|
|
Non-compete agreements
|
2,900
|
|
|
1,914
|
|
|
986
|
|
|
2,900
|
|
|
1,334
|
|
|
1,566
|
|
||||||
Trademarks and tradenames
|
1,700
|
|
|
981
|
|
|
719
|
|
|
1,700
|
|
|
548
|
|
|
1,152
|
|
||||||
Total amortizing intangible assets
|
201,846
|
|
|
64,438
|
|
|
137,408
|
|
|
202,452
|
|
|
49,926
|
|
|
152,526
|
|
||||||
Indefinite lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks and tradenames
|
55,801
|
|
|
—
|
|
|
55,801
|
|
|
55,763
|
|
|
—
|
|
|
55,763
|
|
||||||
Total
|
$
|
257,647
|
|
|
$
|
64,438
|
|
|
$
|
193,209
|
|
|
$
|
258,215
|
|
|
$
|
49,926
|
|
|
$
|
208,289
|
|
Fiscal Year:
|
(In thousands)
|
||
2019
|
$
|
15,147
|
|
2020
|
14,520
|
|
|
2021
|
13,622
|
|
|
2022
|
12,337
|
|
|
2023
|
12,845
|
|
|
2023 and thereafter
|
68,937
|
|
|
|
$
|
137,408
|
|
|
July 28, 2018
|
|
July 29, 2017
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
23,315
|
|
|
$
|
23,315
|
|
|
$
|
15,414
|
|
|
$
|
15,414
|
|
Accounts receivable
|
579,702
|
|
|
579,702
|
|
|
525,636
|
|
|
525,636
|
|
||||
Notes receivable
|
1,930
|
|
|
1,930
|
|
|
2,359
|
|
|
2,359
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
517,125
|
|
|
517,125
|
|
|
534,616
|
|
|
534,616
|
|
||||
Notes payable
|
210,000
|
|
|
210,000
|
|
|
223,612
|
|
|
223,612
|
|
||||
Long-term debt, including current portion
|
150,150
|
|
|
155,317
|
|
|
161,991
|
|
|
169,058
|
|
|
Fiscal year ended
|
||||||||||
|
July 28,
2018 |
|
July 29,
2017 |
|
July 30,
2016 |
||||||
|
(In thousands, except per share data)
|
||||||||||
Basic weighted average shares outstanding
|
50,530
|
|
|
50,570
|
|
|
50,313
|
|
|||
Net effect of dilutive common stock equivalents based upon the treasury stock method
|
307
|
|
|
205
|
|
|
86
|
|
|||
Diluted weighted average shares outstanding
|
50,837
|
|
|
50,775
|
|
|
50,399
|
|
|||
Potential anti-dilutive share-based payment awards excluded from the computation above
|
93
|
|
|
44
|
|
|
84
|
|
|||
|
|
|
|
|
|
||||||
Net income
|
$
|
165,670
|
|
|
$
|
130,155
|
|
|
$
|
125,766
|
|
Basic earnings per share
|
$
|
3.28
|
|
|
$
|
2.57
|
|
|
$
|
2.50
|
|
Diluted earnings per share
|
$
|
3.26
|
|
|
$
|
2.56
|
|
|
$
|
2.50
|
|
2.
|
ACQUISITIONS
|
(in thousands)
|
|
Final Opening Balance Sheet
|
||
Accounts receivable
|
|
$
|
8,483
|
|
Inventories
|
|
1,902
|
|
|
Property and equipment
|
|
10,029
|
|
|
Other assets
|
|
125
|
|
|
Customer relationships
|
|
30,300
|
|
|
Tradename
|
|
1,000
|
|
|
Non-compete
|
|
500
|
|
|
Goodwill
|
|
36,517
|
|
|
Total assets
|
|
$
|
88,856
|
|
Liabilities
|
|
21,073
|
|
|
Total purchase price
|
|
$
|
67,783
|
|
(in thousands)
|
|
Final Opening Balance Sheet
|
||
Accounts receivable
|
|
$
|
40,134
|
|
Other receivable
|
|
3,621
|
|
|
Inventories
|
|
46,440
|
|
|
Prepaid expenses and other current assets
|
|
1,744
|
|
|
Property and equipment
|
|
54,501
|
|
|
Other assets
|
|
280
|
|
|
Customer relationships
|
|
62,700
|
|
|
Tradename
|
|
700
|
|
|
Non-compete
|
|
700
|
|
|
Other intangible assets
|
|
2,000
|
|
|
Goodwill
|
|
43,585
|
|
|
Total assets
|
|
$
|
256,405
|
|
Liabilities
|
|
38,910
|
|
|
Total purchase price
|
|
$
|
217,495
|
|
3.
|
EQUITY PLANS
|
|
Fiscal year ended
|
||
|
|
July 30,
2016 |
|
Expected volatility
|
|
27.5
|
%
|
Dividend yield
|
|
—
|
%
|
Risk free interest rate
|
|
1.3
|
%
|
Expected term (in years)
|
|
4.0
|
|
|
Number
of Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at beginning of year
|
328,689
|
|
|
$
|
49.52
|
|
|
|
|
|
|
|
Exercised
|
(37,012
|
)
|
|
$
|
26.34
|
|
|
|
|
|
|
|
Outstanding at end of year
|
291,677
|
|
|
$
|
52.46
|
|
|
4.4 years
|
|
$
|
200,391
|
|
Exercisable at end of year
|
262,235
|
|
|
$
|
51.92
|
|
|
4.2 years
|
|
$
|
200,391
|
|
4.
|
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND NOTES RECEIVABLE
|
|
|
Fiscal year ended
|
||||||||||
|
|
July 28,
2018 |
|
July 29,
2017 |
|
July 30,
2016 |
||||||
|
|
(In thousands)
|
||||||||||
Balance at beginning of year
|
|
$
|
14,509
|
|
|
$
|
11,230
|
|
|
$
|
8,493
|
|
Additions charged to costs and expenses
|
|
12,006
|
|
|
5,728
|
|
|
6,426
|
|
|||
Deductions
|
|
(10,519
|
)
|
|
(2,449
|
)
|
|
(3,689
|
)
|
|||
Balance at end of year
|
|
$
|
15,996
|
|
|
$
|
14,509
|
|
|
$
|
11,230
|
|
5.
|
RESTRUCTURING ACTIVITIES
|
|
|
Restructuring Costs Recorded in Fiscal 2018
|
|
Payments and Other Adjustments
|
|
Restructuring Cost Liability as of July 28, 2018
|
||||||
Severance and other employee separation and transition costs
|
|
$
|
819
|
|
|
(436
|
)
|
|
$
|
383
|
|
|
Early lease termination and facility closing costs
|
|
1,400
|
|
|
(1,400
|
)
|
|
—
|
|
|||
Total
|
|
$
|
2,219
|
|
|
$
|
(1,836
|
)
|
|
$
|
383
|
|
|
|
Restructuring Costs Recorded in Fiscal 2017
|
|
Payments and Other Adjustments
|
|
Restructuring Cost Liability as of July 28, 2018
|
||||||
Severance and other employee separation and transition costs
|
|
$
|
6,606
|
|
|
$
|
(5,905
|
)
|
|
$
|
701
|
|
Early lease termination and facility closing costs
|
|
258
|
|
|
(258
|
)
|
|
—
|
|
|||
Total
|
|
$
|
6,864
|
|
|
$
|
(6,163
|
)
|
|
$
|
701
|
|
(in thousands)
|
Restructuring Costs Recorded in Fiscal 2016
|
||
Cost saving measures:
|
|
||
Severance
|
$
|
3,443
|
|
Early lease termination and facility closing costs
|
368
|
|
|
Operational transfer costs
|
570
|
|
|
Earth Origins:
|
|
||
Severance
|
41
|
|
|
Store closing costs
|
443
|
|
|
Total
|
$
|
4,865
|
|
(in thousands)
|
Impairment Costs
|
||
Canadian facility closure
|
$
|
413
|
|
Earth Origins store
|
274
|
|
|
Total
|
$
|
687
|
|
6.
|
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
|
(in thousands)
|
July 28,
2018 |
|
July 29,
2017 |
||||
Accrued salaries and employee benefits
|
$
|
66,132
|
|
|
$
|
63,937
|
|
Workers' compensation and automobile liabilities
|
24,975
|
|
|
22,774
|
|
||
Interest rate swap liability
|
—
|
|
|
308
|
|
||
Other
|
78,551
|
|
|
70,224
|
|
||
Total accrued expenses and other current liabilities
|
$
|
169,658
|
|
|
$
|
157,243
|
|
7.
|
NOTES PAYABLE
|
|
July 28,
2018 |
|
July 29,
2017 |
||||
|
(In thousands)
|
||||||
Financing obligation, due monthly, and maturing in October 2028 at an effective interest rate of 7.32%
|
$
|
29,118
|
|
|
$
|
30,368
|
|
Capital lease, Providence, Rhode Island corporate headquarters, due monthly, and maturing in April 2025 at an effective interest rate of 12.05%
|
12,196
|
|
|
13,074
|
|
||
Existing Term Loan Agreement, due quarterly (1)
|
108,836
|
|
|
118,549
|
|
||
|
$
|
150,150
|
|
|
$
|
161,991
|
|
Less: current installments
|
12,441
|
|
|
12,128
|
|
||
Long-term debt, excluding current installments
|
$
|
137,709
|
|
|
$
|
149,863
|
|
Year
|
|
(In thousands)
|
||
2019
|
|
$
|
12,441
|
|
2020
|
|
12,816
|
|
|
2021
|
|
93,203
|
|
|
2022
|
|
3,552
|
|
|
2023
|
|
4,066
|
|
|
2024 and thereafter
|
|
25,236
|
|
|
|
|
$
|
151,314
|
|
9.
|
FAIR VALUE MEASUREMENTS
|
•
|
Level 1 Inputs—Unadjusted quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 Inputs—Inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market data. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data.
|
•
|
Level 3 Inputs—One or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, and significant management judgment or estimation.
|
Swap Maturity
|
|
Notional Value (in millions)
|
|
Pay Fixed Rate
|
|
Receive Floating Rate
|
|
Floating Rate Reset Terms
|
|||
June 9, 2019
|
|
$
|
50.0
|
|
|
0.8725
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
June 24, 2019
|
|
$
|
50.0
|
|
|
0.7265
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
April 29, 2021
|
|
$
|
25.0
|
|
|
1.0650
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
April 29, 2021
|
|
$
|
25.0
|
|
|
0.9260
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
August 3, 2022
|
|
$
|
112.5
|
|
|
1.7950
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
July 28, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||
(In thousands)
|
|
Interest Expense
|
|
Interest Expense
|
|
Interest Expense
|
||||||
Total amounts of income and expense line items presented in the consolidated results of operations in which the effects of cash flow hedges are recorded
|
|
$
|
16,471
|
|
|
$
|
17,114
|
|
|
$
|
16,259
|
|
Gain or (loss) on cash flow hedging relationships:
|
|
|
|
|
|
|
||||||
Gain or (loss) reclassified from Comprehensive Income into income
|
|
827
|
|
|
(1,462
|
)
|
|
(2,082
|
)
|
|
|
Fair Value at July 28, 2018
|
|
Fair Value at July 29, 2017
|
||||||||||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Prepaid Expenses and Other Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Swap
|
|
—
|
|
|
$
|
1,459
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Swap
|
|
—
|
|
|
5,860
|
|
|
|
|
—
|
|
|
$
|
2,491
|
|
|
—
|
|
||
Accrued Expenses and Other Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Swap
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(308
|
)
|
|
—
|
|
|
|
July 28, 2018
|
|
July 29, 2017
|
||||||||||||
(In thousands)
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Long term debt, including current portion
|
|
$
|
150,150
|
|
|
$
|
155,317
|
|
|
$
|
161,991
|
|
|
$
|
169,058
|
|
10.
|
COMMITMENTS AND CONTINGENCIES
|
Fiscal Year
|
|
(In thousands)
|
||
2019
|
|
$
|
64,688
|
|
2020
|
|
52,841
|
|
|
2021
|
|
36,521
|
|
|
2022
|
|
27,375
|
|
|
2023
|
|
19,429
|
|
|
2024 and thereafter
|
|
30,886
|
|
|
|
|
$
|
231,740
|
|
11.
|
RETIREMENT PLANS
|
Fiscal Year
|
|
(In thousands)
|
||
2019
|
|
$
|
1,147
|
|
2020
|
|
940
|
|
|
2021
|
|
785
|
|
|
2022
|
|
766
|
|
|
2023
|
|
721
|
|
|
2024 and thereafter
|
|
2,349
|
|
|
|
|
$
|
6,708
|
|
12.
|
INCOME TAXES
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Fiscal year ended July 28, 2018
|
|
|
|
|
|
|
|
|
|||
U.S. Federal
|
$
|
46,210
|
|
|
$
|
(16,648
|
)
|
|
$
|
29,562
|
|
State & Local
|
13,310
|
|
|
1,878
|
|
|
15,188
|
|
|||
Foreign
|
2,374
|
|
|
(49
|
)
|
|
2,325
|
|
|||
|
$
|
61,894
|
|
|
$
|
(14,819
|
)
|
|
$
|
47,075
|
|
Fiscal year ended July 29, 2017
|
|
|
|
|
|
|
|
|
|||
U.S. Federal
|
$
|
70,669
|
|
|
$
|
(1,874
|
)
|
|
$
|
68,795
|
|
State & Local
|
14,653
|
|
|
(82
|
)
|
|
14,571
|
|
|||
Foreign
|
837
|
|
|
65
|
|
|
902
|
|
|||
|
$
|
86,159
|
|
|
$
|
(1,891
|
)
|
|
$
|
84,268
|
|
Fiscal year ended July 30, 2016
|
|
|
|
|
|
|
|
|
|||
U.S. Federal
|
$
|
57,157
|
|
|
$
|
11,383
|
|
|
$
|
68,540
|
|
State & Local
|
12,718
|
|
|
1,310
|
|
|
14,028
|
|
|||
Foreign
|
101
|
|
|
(213
|
)
|
|
(112
|
)
|
|||
|
$
|
69,976
|
|
|
$
|
12,480
|
|
|
$
|
82,456
|
|
|
Fiscal year ended
|
||||||||||
|
July 28,
2018 |
|
July 29,
2017 |
|
July 30,
2016 |
||||||
|
(In thousands)
|
||||||||||
Computed "expected" tax expense
|
$
|
57,359
|
|
|
$
|
75,048
|
|
|
$
|
72,878
|
|
State and local income tax, net of Federal income tax benefit
|
10,501
|
|
|
9,694
|
|
|
9,412
|
|
|||
Non-deductible expenses
|
955
|
|
|
1,951
|
|
|
1,549
|
|
|||
Tax effect of share-based compensation
|
149
|
|
|
29
|
|
|
86
|
|
|||
General business credits
|
(552
|
)
|
|
(915
|
)
|
|
(135
|
)
|
|||
Impacts related to the TCJA
|
(21,719
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
382
|
|
|
(1,539
|
)
|
|
(1,334
|
)
|
|||
Total income tax expense
|
$
|
47,075
|
|
|
$
|
84,268
|
|
|
$
|
82,456
|
|
|
July 28,
2018 |
|
July 29,
2017 |
|
July 30,
2016 |
||||||
|
(In thousands)
|
||||||||||
Income tax expense
|
$
|
47,075
|
|
|
$
|
84,268
|
|
|
$
|
82,456
|
|
Stockholders' equity, difference between compensation expense for tax purposes and amounts recognized for financial statement purposes
|
—
|
|
|
1,320
|
|
|
83
|
|
|||
Other comprehensive income
|
1,561
|
|
|
3,222
|
|
|
(2,050
|
)
|
|||
|
$
|
48,636
|
|
|
$
|
88,810
|
|
|
$
|
80,489
|
|
|
July 28,
2018 |
|
July 29,
2017 |
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Inventories, principally due to additional costs inventoried for tax purposes
|
$
|
7,265
|
|
|
$
|
9,416
|
|
Compensation and benefits related
|
25,740
|
|
|
35,482
|
|
||
Accounts receivable, principally due to allowances for uncollectible accounts
|
4,269
|
|
|
5,639
|
|
||
Accrued expenses
|
119
|
|
|
4,466
|
|
||
Net operating loss carryforwards
|
482
|
|
|
940
|
|
||
Foreign tax credits
|
445
|
|
|
—
|
|
||
Other deferred tax assets
|
117
|
|
|
—
|
|
||
Total gross deferred tax assets
|
38,437
|
|
|
55,943
|
|
||
Less valuation allowance
|
(445
|
)
|
|
—
|
|
||
Net deferred tax assets
|
$
|
37,992
|
|
|
$
|
55,943
|
|
Deferred tax liabilities:
|
|
|
|
||||
Plant and equipment, principally due to differences in depreciation
|
$
|
39,978
|
|
|
$
|
59,414
|
|
Intangible assets
|
36,544
|
|
|
53,633
|
|
||
Interest rate swap agreements
|
2,000
|
|
|
876
|
|
||
Accrued expenses
|
3,854
|
|
|
—
|
|
||
Other
|
—
|
|
|
218
|
|
||
Total deferred tax liabilities
|
82,376
|
|
|
114,141
|
|
||
Net deferred tax liabilities
|
$
|
(44,384
|
)
|
|
$
|
(58,198
|
)
|
Current deferred income tax assets
|
$
|
—
|
|
|
$
|
40,635
|
|
Non-current deferred income tax liabilities
|
(44,384
|
)
|
|
(98,833
|
)
|
||
|
$
|
(44,384
|
)
|
|
$
|
(58,198
|
)
|
13.
|
BUSINESS SEGMENTS
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Unallocated (Income)/
Expenses
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Fiscal year ended July 28, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
10,169,840
|
|
|
$
|
228,465
|
|
|
$
|
(171,622
|
)
|
|
$
|
—
|
|
|
$
|
10,226,683
|
|
Restructuring and asset impairment expenses
|
67
|
|
|
15,946
|
|
|
—
|
|
|
—
|
|
|
16,013
|
|
|||||
Operating income (loss)
|
260,363
|
|
|
(36,563
|
)
|
|
3,425
|
|
|
—
|
|
|
227,225
|
|
|||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
16,471
|
|
|
16,471
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
(446
|
)
|
|
(446
|
)
|
|||||
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,545
|
)
|
|
(1,545
|
)
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
212,745
|
|
|||||
Depreciation and amortization
|
85,388
|
|
|
2,243
|
|
|
—
|
|
|
—
|
|
|
87,631
|
|
|||||
Capital expenditures
|
43,402
|
|
|
1,206
|
|
|
—
|
|
|
—
|
|
|
44,608
|
|
|||||
Goodwill
|
352,342
|
|
|
10,153
|
|
|
—
|
|
|
—
|
|
|
362,495
|
|
|||||
Total assets
|
2,811,948
|
|
|
189,312
|
|
|
(36,788
|
)
|
|
—
|
|
|
2,964,472
|
|
|||||
Fiscal year ended July 29, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
9,210,815
|
|
|
232,192
|
|
|
(168,536
|
)
|
|
—
|
|
|
9,274,471
|
|
|||||
Restructuring and asset impairment expenses
|
2,922
|
|
|
3,942
|
|
|
—
|
|
|
—
|
|
|
6,864
|
|
|||||
Operating income (loss)
|
247,419
|
|
|
(21,857
|
)
|
|
463
|
|
|
—
|
|
|
226,025
|
|
|||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
17,114
|
|
|
17,114
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
(360
|
)
|
|
(360
|
)
|
|||||
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,152
|
)
|
|
(5,152
|
)
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
214,423
|
|
|||||
Depreciation and amortization
|
83,063
|
|
|
2,988
|
|
|
—
|
|
|
—
|
|
|
86,051
|
|
|||||
Capital expenditures
|
53,328
|
|
|
2,784
|
|
|
—
|
|
|
—
|
|
|
56,112
|
|
|||||
Goodwill
|
353,234
|
|
|
18,025
|
|
|
—
|
|
|
—
|
|
|
371,259
|
|
|||||
Total assets
|
2,724,069
|
|
|
203,154
|
|
|
(40,660
|
)
|
|
—
|
|
|
2,886,563
|
|
|||||
Fiscal year ended July 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
8,395,821
|
|
|
238,691
|
|
|
(164,226
|
)
|
|
—
|
|
|
8,470,286
|
|
|||||
Restructuring and asset impairment expenses
|
2,811
|
|
|
2,741
|
|
|
—
|
|
|
—
|
|
|
5,552
|
|
|||||
Operating income (loss)
|
228,476
|
|
|
(3,488
|
)
|
|
(879
|
)
|
|
—
|
|
|
224,109
|
|
|||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
16,259
|
|
|
16,259
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,115
|
)
|
|
(1,115
|
)
|
|||||
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
743
|
|
|
743
|
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
208,222
|
|
|||||
Depreciation and amortization
|
68,278
|
|
|
2,728
|
|
|
—
|
|
|
—
|
|
|
71,006
|
|
|||||
Capital expenditures
|
39,464
|
|
|
1,911
|
|
|
—
|
|
|
—
|
|
|
41,375
|
|
|||||
Goodwill
|
348,143
|
|
|
18,025
|
|
|
—
|
|
|
—
|
|
|
366,168
|
|
|||||
Total assets
|
2,672,620
|
|
|
201,603
|
|
|
(22,068
|
)
|
|
—
|
|
|
2,852,155
|
|
14.
|
QUARTERLY FINANCIAL DATA (UNAUDITED)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Full Year
|
|
||||||||||
|
(In thousands except per share data)
|
|
||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
2,457,545
|
|
|
$
|
2,528,011
|
|
|
$
|
2,648,879
|
|
|
$
|
2,592,248
|
|
|
$
|
10,226,683
|
|
|
Gross profit
|
367,216
|
|
|
371,522
|
|
|
408,087
|
|
|
375,942
|
|
|
1,522,767
|
|
|
|||||
Income before income taxes
|
52,394
|
|
|
36,485
|
|
|
77,834
|
|
|
46,032
|
|
|
212,745
|
|
|
|||||
Net income
|
30,505
|
|
|
50,486
|
|
|
51,891
|
|
|
32,788
|
|
|
165,670
|
|
|
|||||
Per common share income
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
$
|
0.60
|
|
|
$
|
1.00
|
|
|
$
|
1.03
|
|
|
$
|
0.65
|
|
|
$
|
3.28
|
|
|
Diluted:
|
$
|
0.60
|
|
|
$
|
0.99
|
|
|
$
|
1.02
|
|
|
$
|
0.64
|
|
|
$
|
3.26
|
|
*
|
Weighted average basic
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shares outstanding
|
50,817
|
|
|
50,449
|
|
|
50,424
|
|
|
50,431
|
|
|
50,530
|
|
|
|||||
Weighted average diluted
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shares outstanding
|
50,957
|
|
|
50,741
|
|
|
50,751
|
|
|
50,901
|
|
|
50,837
|
|
|
|||||
Market Price
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
44.94
|
|
|
$
|
52.69
|
|
|
$
|
49.81
|
|
|
$
|
47.73
|
|
|
$
|
52.69
|
|
|
Low
|
$
|
32.52
|
|
|
$
|
38.04
|
|
|
$
|
40.88
|
|
|
$
|
32.03
|
|
|
$
|
32.03
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Full Year
|
|
||||||||||
|
(In thousands except per share data)
|
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
2,278,364
|
|
|
$
|
2,285,518
|
|
|
$
|
2,369,556
|
|
|
$
|
2,341,033
|
|
|
$
|
9,274,471
|
|
|
Gross profit
|
349,016
|
|
|
344,945
|
|
|
366,361
|
|
|
368,599
|
|
|
1,428,921
|
|
|
|||||
Income before income taxes
|
48,533
|
|
|
42,028
|
|
|
60,325
|
|
|
63,537
|
|
|
214,423
|
|
|
|||||
Net income
|
29,217
|
|
|
25,482
|
|
|
36,587
|
|
|
38,869
|
|
|
130,155
|
|
|
|||||
Per common share income
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
$
|
0.58
|
|
|
$
|
0.50
|
|
|
$
|
0.72
|
|
|
$
|
0.77
|
|
|
$
|
2.57
|
|
|
Diluted:
|
$
|
0.58
|
|
|
$
|
0.50
|
|
|
$
|
0.72
|
|
|
$
|
0.76
|
|
|
$
|
2.56
|
|
|
Weighted average basic
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shares outstanding
|
50,475
|
|
|
50,587
|
|
|
50,601
|
|
|
50,617
|
|
|
50,570
|
|
|
|||||
Weighted average diluted
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shares outstanding
|
50,599
|
|
|
50,755
|
|
|
50,801
|
|
|
50,947
|
|
|
50,775
|
|
|
|||||
Market Price
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
50.06
|
|
|
$
|
49.39
|
|
|
$
|
45.99
|
|
|
$
|
42.38
|
|
|
$
|
50.06
|
|
|
Low
|
$
|
38.55
|
|
|
$
|
40.81
|
|
|
$
|
39.47
|
|
|
$
|
34.60
|
|
|
$
|
34.60
|
|
|
•
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Plan Category
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options
|
|
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in the second column)
|
|
||||
Plans approved by stockholders
|
|
1,636,279
|
|
(1)
|
$
|
52.46
|
|
(1)
|
2,676,949
|
|
(2)
|
Plans not approved by stockholders
|
|
87,083
|
|
(3)
|
—
|
|
(3)
|
—
|
|
|
|
Total
|
|
1,723,362
|
|
|
$
|
52.46
|
|
|
2,676,949
|
|
|
(1)
|
Includes
1,148,175
restricted stock units under the 2012 Plan,
162,910
performance-based restricted stock units under the 2012 Plan and
130,457
stock options under the 2012 Plan,
33,517
restricted stock units under the 2004 Plan,
80,070
stock options under the 2004 Plan and
81,150
stock options under the 2002 Plan. Restricted stock units and performance stock units do not have an exercise price because their value is dependent upon continued employment over a period of time or the achievement of certain performance goals, and are to be settled for shares of common stock. Accordingly, they have been disregarded for purposes of computing the weighted-average exercise price.
|
(2)
|
All shares were available for issuance under the 2012 Plan. The 2012 Plan authorizes grants in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units or a combination thereof but includes limits on the number of awards that may be issued in the form of restricted shares or units. The number of shares remaining available for future issuances assumes that, with respect to outstanding performance-based restricted stock units, the vesting criteria will be achieved at the target level.
|
(3)
|
Consists of phantom stock units outstanding under the United Natural Foods Inc. Deferred Compensation Plan. See Note 11 "Retirement Plans" to our Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report for more information. Phantom stock units do not have an exercise price because the units may be settled only for shares of common stock on a one-for-one basis at a future date as outlined in the plan.
|
(a)
|
Documents filed as a part of this Annual Report.
|
Exhibit No.
|
|
Description
|
2.1
|
|
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
10.1**
|
|
|
10.2**
|
|
|
10.3**
|
|
|
10.4**
|
|
|
10.5**
|
|
Exhibit No.
|
|
Description
|
10.6**
|
|
|
10.7**
|
|
|
10.8**
|
|
|
10.9**
|
|
|
10.10**
|
|
|
10.11**
|
|
|
10.12**
|
|
|
10.13**
|
|
|
10.14**
|
|
|
10.15**
|
|
|
Exhibit No.
|
|
Description
|
10.16**
|
|
|
10.17**
|
|
|
10.18**
|
|
|
10.19**
|
|
|
10.20**
|
|
|
10.21**
|
|
|
10.22**
|
|
|
10.23**
|
|
|
10.24**
|
|
|
10.25
|
|
|
10.26
|
|
|
Exhibit No.
|
|
Description
|
10.27
|
|
|
10.28**
|
|
|
10.29**
|
|
|
10.30**
|
|
|
10.31**
|
|
|
10.32
|
|
|
10.33+
|
|
|
10.34+
|
|
|
10.35+
|
|
|
10.36+
|
|
|
10.37
|
|
|
10.38**
|
|
Exhibit No.
|
|
Description
|
10.39
|
|
|
10.40
|
|
|
10.41
|
|
|
10.42
|
|
|
10.43
|
|
|
10.44**
|
|
|
10.45**
|
|
|
10.46**
|
|
|
10.47**
|
|
|
10.48**
|
|
|
10.49**
|
|
|
10.50**
|
|
|
10.51**
|
|
|
10.52**
|
|
|
10.53**
|
|
|
10.54*
|
|
|
10.55* +
|
|
|
21*
|
|
|
23.1*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
32.2*
|
|
Exhibit No.
|
|
Description
|
101*
|
|
The following materials from the United Natural Foods, Inc.'s Annual Report on Form 10-K for the fiscal year ended July 28, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
|
|
|
UNITED NATURAL FOODS, INC.
|
|
|
/s/ MICHAEL P. ZECHMEISTER
|
|
|
Michael P. Zechmeister
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
Dated: September 24, 2018
|
Name
|
|
Title
|
|
Date
|
/s/ STEVEN L. SPINNER
|
|
President, Chief Executive Officer and Chairman (Principal Executive Officer)
|
|
September 24, 2018
|
Steven L. Spinner
|
|
|
|
|
/s/ MICHAEL P. ZECHMEISTER
|
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
September 24, 2018
|
Michael P. Zechmeister
|
|
|
|
|
/s/ ERIC F. ARTZ
|
|
Director
|
|
September 24, 2018
|
Eric F. Artz
|
|
|
|
|
/s/ ANN TORRE BATES
|
|
Director
|
|
September 24, 2018
|
Ann Torre Bates
|
|
|
|
|
/s/ DENISE M. CLARK
|
|
Director
|
|
September 24, 2018
|
Denise M. Clark
|
|
|
|
|
/s/ DAPHNE J. DUFRESNE
|
|
Director
|
|
September 24, 2018
|
Daphne J. Dufresne
|
|
|
|
|
/s/ MICHAEL S. FUNK
|
|
Director
|
|
September 24, 2018
|
Michael S. Funk
|
|
|
|
|
/s/ JAMES P. HEFFERNAN
|
|
Director
|
|
September 24, 2018
|
James P. Heffernan
|
|
|
|
|
/s/ PETER A. ROY
|
|
Director
|
|
September 24, 2018
|
Peter A. Roy
|
|
|
|
GOLDMAN SACHS BANK USA
|
|
|
|
By:
|
/s/ Robert Ehudin
|
Name:
|
Robert Ehudin
|
Title:
|
Authorized Signatory
|
|
|
|
|
GOLDMAN SACHS LENDING PARTNERS LLC
|
|
By:
|
/s/ Robert Ehudin
|
Name:
|
Robert Ehudin
|
Title:
|
Authorized Signatory
|
BANK OF AMERICA, N.A.
|
|
|
|
By:
|
/s/ Jonathan Miscimarra
|
Name:
|
Jonathan Miscimarra
|
Title:
|
Director
|
|
|
|
|
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
|
|
By:
|
/s/ Jonathan Miscimarra
|
Name:
|
Jonathan Miscimarra
|
Title:
|
Director
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
|
|
|
|
By:
|
/s/ Lynn Gosselin
|
Name:
|
Lynn Gosselin
|
Title:
|
Director
|
JPMORGAN CHASE BANK, N.A.
|
|
|
|
By:
|
/s/ Alicia T. Schreibstein
|
Name:
|
Alicia T. Schreibstein
|
Title:
|
Executive Director
|
U.S. BANK NATIONAL ASSOCIATION
|
|
|
|
By:
|
/s/ Lisa Freeman
|
Name:
|
Lisa Freeman
|
Title:
|
SVP
|
UNITED NATURAL FOODS, INC.
|
|
|
|
By:
|
/s/ Michael Zechmeister
|
Name:
|
Michael Zechmeister
|
Title:
|
CFO
|
GOLDMAN SACHS BANK USA
GOLDMAN SACHS LENDING PARTNERS LLC
200 West Street
New York, New York 10282-2198 |
BANK OF AMERICA, N.A.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036 |
WELLS FARGO BANK, NATIONAL ASSOCIATION
550 S. Tryon Street Charlotte, North Carolina 28202 |
JPMORGAN CHASE BANK, N.A
383 Madison Avenue New York, New York 10179 |
U.S. BANK NATIONAL ASSOCIATION
3 Bryant Park New York, NY 10036 |
Very truly yours,
|
|
GOLDMAN SACHS BANK USA
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
|
|
GOLDMAN SACHS LENDING PARTNERS LLC
|
|
By:
|
|
Name:
|
|
Title:
|
|
BANK OF AMERICA, N.A.
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
|
|
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
|
|
By:
|
|
Name:
|
|
Title:
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
JPMORGAN CHASE BANK, N.A.
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
U.S. BANK NATIONAL ASSOCIATION
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
UNITED NATURAL FOODS, INC.
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
a)
|
The Borrower will obtain (i) either (x) an increase in the U.S. Revolver Commitments and/or the Canadian Commitments under and as defined in that certain Third Amended and Restated Loan and Security Agreement, dated as of April 29, 2016, by and among the Borrower, Bank of America, N.A., as administrative agent and the other borrowers, agents and lenders party thereto (the “
Existing ABL Facility
”) in an aggregate principal amount of $1,100,000,000 (the “
Incremental ABL Facility
”) and an amendment to the Existing ABL Facility (i) to the extent necessary to permit the incurrence of the Term Loan Facility and the Incremental ABL Facility and matters related thereto, including authorizing the ABL Administrative Agent to execute and deliver an intercreditor agreement on the terms described in the other Exhibits attached hereto described herein, (ii) that provides that the “Borrowing Base” shall be deemed to be no less than $1,500,000,000 on the Closing Date (“
Minimum Available ABL Amount
”) and (iii) that provides that the borrowing under the Existing ABL Facility on the Closing Date of the Minimum Available ABL Amount is subject solely to conditions precedent that are analogous to and no more restrictive than those set forth in Exhibit D hereto (the “
ABL Amendment
”) or (y) in the event the ABL Amendment is not approved by the requisite lenders under the Existing ABL Facility on or prior to the Closing Date, an asset-based revolving facility in an aggregate principal amount of $2,000,000,000 comprised of (A) an asset-based revolving facility in an aggregate principal amount of $1,950,000,000 available for U.S. Borrowers and (B) an asset-based revolving facility in an aggregate principal amount of $50,000,000 available for the Canadian Borrower (collectively, the “
Backstop ABL Facility
” and, together with the Incremental ABL Facility, the “
ABL Facility
”) that will be used to replace the Existing ABL Facility and (ii) a senior secured term loan facility in an aggregate principal amount of $2,150,000,000 (the “
Term Loan Facility
” and, together with the ABL Facility, each, a “
Facility
” and collectively, the “
Facilities
”).
|
b)
|
The proceeds of (x) cash on hand and (y) the ABL Loans and the Term Loans made on the Closing Date will be used to fund (i) the payment of consideration pursuant to the terms and conditions of the Transaction Agreement (the “
Purchase Consideration
”), and the other payments contemplated by the Transaction Agreement, (ii) the repayment in full (or the termination, discharge or defeasance (or
|
c)
|
On the Closing Date, the Acquisition will be effected via the merger (the “
Merger
”) of Merger Sub with and into the Company, with the Company as the surviving entity of such Merger.
|
Borrower
:
|
United Natural Foods, Inc.
|
Term Loan Administrative Agent
:
|
Goldman Sachs Bank USA (“
GS Bank
”) will act as the sole administrative agent and sole collateral agent (in such capacities and together with its successors and permitted assigns, the “
Term Loan Administrative Agent
” and, collectively with the New ABL Agent (as defined in
Exhibit C
), the “
Administrative Agent
”) for a syndicate of banks, financial institutions and other institutional lenders and investors (other than Disqualified Institutions) (together with the Initial Term Loan Lenders, the “
Term Lenders
” and, collectively with the ABL Lenders (as defined in
Exhibit C
), the “
Lenders
”) reasonably acceptable to the Borrower (such acceptance not to be unreasonably withheld or delayed).
|
Term Loan Lead Arrangers and Bookrunners
:
|
GS Bank, MLPFS and US Bank (collectively, in such capacities, the “
Term Loan Lead Arrangers
” and, together with the ABL Lead Arrangers (as defined in
Exhibit C
), the “
Lead Arrangers
”).
|
Term Loan Facility
:
|
A term loan facility in an aggregate principal amount of $2,150 million (the “
Term Loan Facility
”; loans incurred under the Term Loan Facility shall be the “
Term Loans
”). The Term Loan Facility will be available to the Borrower in U.S. Dollars.
|
|
Use of Proceeds
: The proceeds of Term Loans will be applied on the Closing Date, together with cash on hand and any amount drawn under the ABL Facility, to (a) finance a portion of the Purchase Consideration and (b) pay Transaction Costs.
|
|
Availability
: The full amount of Term Loans must be drawn in a single drawing on the Closing Date. Amounts repaid or prepaid under the Term Loan Facility may not be reborrowed.
|
|
Interest Rates and Fees
: As described on
Annex I
to this
Exhibit B
.
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Maturity and Amortization:
The Term Loan Facility will mature on the day that is seven (7) years after the Closing Date (the “Maturity Date”) and will amortize in equal quarterly installments in an aggregate annual amount equal to 1.0% of its original principal amount (subject to reduction in connection with debt prepayments and debt buy backs), commencing the second full fiscal quarter after the Closing Date, with the balance payable on the final maturity date.
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Guarantees
:
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All obligations of the Borrower under the Term Loan Facility will be unconditionally guaranteed (the “
Guarantees
”) by each existing and subsequently acquired or organized direct or indirect wholly-owned U.S. restricted subsidiary of the Borrower to the extent permitted by applicable law and subject to exceptions and limitations consistent with the Existing Term Facility and other customary exceptions to be mutually agreed upon between the Borrower and the Term Loan Administrative Agent (as defined below) (collectively, the “
Term Loan Guarantors
” and the Term Loan Guarantors, together with the Borrower, the “
Term Loan Loan Parties
”; and, the Term Loan Guarantors together with the ABL Guarantors, the “
Guarantors
”; and, the Term Loan Loan Parties together with the ABL Loan Parties, the “
Loan Parties
”);
provided
, that on the Closing Date, each ABL Guarantor will also be a Term Loan Guarantor;
provided
,
further
, that subsidiaries that are not “eligible contract participants” (after giving effect to any “keepwell” provisions) shall not guarantee swap obligations to the extent it is illegal or unlawful under the Commodity Exchange Act, or any regulation thereunder, by virtue of such subsidiary failing to constitute an “eligible contract participant”. Notwithstanding the foregoing, it is understood and agreed that there shall be no guarantees governed under the laws of any non-U.S. jurisdiction.
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Security
:
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Subject to the Certain Funds Provision and the provisions of the immediately following paragraph and consistent with the Existing Term Facility, the obligations of Borrower and the Term Loan Guarantors in respect of the Term Loan Facility will be secured by (a) a perfected first-priority (subject to exceptions consistent with the Existing ABL Facility and the Existing Term Facility) security interest in the Term Loan Priority Collateral (as defined in
Exhibit C
) and (b) a perfected second-priority (subject to permitted liens, including in respect of the applicable ABL Facility, and other exceptions consistent with the Existing ABL Facility and the Existing Term Facility) security interest in the ABL Priority Collateral (as defined in
Exhibit C)
(the foregoing, collectively, the “
Collateral
”), in each case, subject to permitted liens and to certain exceptions and limitations consistent with the Existing ABL Facility and the Existing Term Facility and other customary exceptions to be mutually agreed upon between the Borrower and the Term Loan Administrative Agent.
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Notwithstanding anything to the contrary, the Borrower and the Term Loan Guarantors shall not be required, nor shall the Term Loan Administrative Agent be authorized, (i) to perfect the above described pledges, security, interests and mortgages by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), (B) filings in United States government
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offices with respect to intellectual property as expressly required in the Term Loan Facility Documentation, (C) delivery to the Term Loan Administrative Agent, for its possession, of all Collateral consisting of material intercompany notes and stock certificates of the Borrower and its material wholly-owned restricted subsidiaries and material instruments, issued to the Borrower or a Guarantor or (D) mortgages in respect of fee owned real property located in the U.S. with a fair market value in excess of an amount to be mutually agreed between the Borrower and the Term Loan Administrative Agent, in each case expressly required in the Term Loan Facility Documentation, (ii) to enter into any control agreement with respect to any deposit account, securities account or commodities account or contract, (iii) to take any action in any non-U.S. jurisdiction or pursuant to the requirements of the laws of any non-U.S. jurisdiction in order to create any security interests or to perfect any security interests, including with respect to any intellectual property registered outside of the U.S. (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdictions) or (iv) except as expressly set forth above, to take any other action with respect to any Collateral to perfection through control agreements or to otherwise perfect by “control”.
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All the above-described pledges and security interests shall be created on terms, and pursuant to documentation, consistent with the Term Loan Documentation Principles and subject to exceptions permitted under the Term Loan Facility Documentation. Notwithstanding anything to the contrary contained herein, the requirements of the preceding paragraphs in this “Security” section shall be subject to the Certain Funds Provision.
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Intercreditor Matters
:
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The lien priority, relative rights and other creditors’ rights issues in respect of the Term Loan Facility and the ABL Facility will be set forth in a customary intercreditor agreement consistent with the Term Loan Documentation Principles and the ABL Documentation Principles.
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Uncommitted Incremental Facilities
:
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After the Closing Date, the Borrower will have the right to solicit the existing Term Lenders or prospective lenders determined by the Borrower to provide (x) incremental commitments consisting of one or more new tranches of revolving credit facilities available under the Facilities Documentation (each, an “
Incremental Revolving Facility
”) and/or (y) incremental commitments consisting of one or more increases to the Term Loan Facility and/or one or more new tranches of term loans to be made available under the Term Loan Facility Documentation (each, a “
Incremental Term Facility
” and together with any Incremental Revolving Facility, the “
Incremental Facilities
”) in an aggregate amount not to exceed the
pro forma
Consolidated EBITDA (to be defined in a manner consistent with the Term Loan Documentation Principles and including, without limitation, customary pro forma adjustments to include run-rate synergies management expects to be realized, subject to customary parameters to be agreed) on the Closing Date (the “
Incremental Fixed Dollar Basket
”),
plus
(2) all voluntary prepayments of the Term Loan Facility, any Incremental Term Facility and permanent commitment reductions of any Incremental Revolving Facility (except to the extent funded with the proceeds of the
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incurrence of long-term indebtedness),
plus
(3) an unlimited amount so long as, in the case of this clause (3), after giving effect to the incurrence of such amount, any acquisition consummated in connection therewith and all other appropriate pro forma adjustments, (x) if such Incremental Facility is secured on a pari passu basis with the Term Loans, the Consolidated First Lien Net Leverage Ratio (as defined below) is equal to or less than the
pro forma
Consolidated First Lien Net Leverage Ratio on the Closing Date, (y) if such Incremental Facility is secured on a junior basis to the Term Loans, the Consolidated Secured Net Leverage Ratio (as defined below) is equal to or less than the
pro forma
Consolidated Secured Net Leverage Ratio on the Closing Date or (z) if such Incremental Facility is unsecured, the Consolidated Total Net Leverage Ratio (as defined below) is equal to or less than the
pro forma
Consolidated Total Net Leverage Ratio on the Closing Date, in each case, after giving effect to any acquisition consummated in connection therewith and all other appropriate
pro forma
adjustments, and assuming for purposes of this calculation that (i) the full committed amount of any Incremental Revolving Facility and any Incremental Equivalent Debt then being incurred at such time shall be treated as outstanding and (ii) cash proceeds of any such Incremental Facility and Incremental Equivalent Debt then being incurred shall not be netted from indebtedness (
provided
,
however
, that if amounts incurred under this clause (3) are incurred concurrently with the incurrence of Incremental Facilities in reliance on clause (1) and/or clause (2) above, the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio, as applicable, shall be permitted to exceed the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, to the extent of such amounts incurred in reliance on clause (1) and/or clause (2)), on terms agreed by the Borrower and the lender(s) providing the respective Incremental Facility (it being understood that (A) if the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio, as applicable, incurrence test is met, then, at the election of the Borrower, any Incremental Facility may be incurred under clause (3) above regardless of whether there is capacity under clause (1) and/or clause (2) above and (B) any portion of any Incremental Facility incurred in reliance on clause (1) and/or clause (2) shall be reclassified, as the Borrower may elect from time to time, as incurred under clause (3) if the Borrower meets the applicable leverage ratio under clause (3) at such time on a pro forma basis);
provided
that:
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(i) (a) no event of default (or, in the case of an Incremental Facility the proceeds of which will be used to finance a Permitted Acquisition or other similar permitted investment or repayment of indebtedness that requires an irrevocable prepayment or redemption notice, no payment or bankruptcy event of default) exists or would exist after giving effect thereto and (b) the representations and warranties in the Term Loan Facility Documentation shall be true and correct in all material respects (
provided
that, in the case of an Incremental Facility used to finance a Permitted Acquisition or other similar permitted investment or repayment of indebtedness that requires an irrevocable prepayment or redemption notice, only the Specified
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Representations (conformed as necessary for such Permitted Acquisition) shall be required to be true and correct in all material respects),
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(ii) any Incremental Facility shall rank
pari passu
or junior in right of payment with the Facilities and will either be secured on a
pari passu
or junior basis with the Term Loan Facility by the same Collateral securing the Term Loan Facility or be unsecured, and shall not be secured by any lien on the assets of any Term Loan Loan Party that does not also secure the then outstanding Term Loan Facility, or be guaranteed by any subsidiary other than a Term Loan Loan Party under the then outstanding Term Loan Facility, and
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(iii) loans to be made under any Incremental Facility (each, under any Incremental Term Facility, an “
Incremental Term Loan
” and, each, under any Incremental Revolving Facility, an “
Incremental Revolving Loan
” and, collectively with Incremental Term Loans, the “
Incremental Loans
”) shall be subject to terms determined by the Borrower and the lenders providing such Incremental Facility, except that:
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(1) in connection with any Incremental Term Loans, unless any Incremental Term Loans are made a part of the Term Loan Facility (in which case all terms thereof shall be identical to those of the Term Loan Facility), (a) if the “effective margin” applicable to any Incremental Term Loans that are
pari passu
in right of payment and security with the initial Term Loans (which (x) shall be deemed to include all upfront or similar fees or OID (amortized over the shorter of (1) the weighted average life to maturity of such loans and (2) four years) payable to all lenders providing such Incremental Term Loans, (y) if such Incremental Term Loans include an interest rate floor greater than the applicable interest rate floor under the initial Term Loans, such differential between interest rate floors shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the interest rate margin under the initial Term Loans shall be required, but only to the extent an increase in the interest rate floor in the initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case, the interest rate floor (but not the interest rate margin) applicable to the initial Term Loans shall be increased to the extent of such differential between interest rate floors and (z) shall exclude structuring, underwriting, ticking, arrangement, amendment, consent, commitment and other fees payable in connection therewith) determined as of the initial funding date for such Incremental Term Loans, exceeds the “effective margin” applicable to the initial Term Loans (determined on the same basis as provided above) by more than 0.50%, then the “effective margin” for the initial Term Loans shall be increased so that the “effective margin” thereof equals the “effective margin” of such Incremental Term Loans,
minus
0.50% (all adjustments made pursuant to this clause (iii)(1)(a), the “
MFN Adjustment
”);
provided
that if any Incremental Term Loan is incurred more than 12 months after the Closing Date, the MFN Adjustments shall not apply, (b) the final stated maturity date for any
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Incremental Term Loans may be the same as or later (but not sooner) than the final stated maturity date applicable to the then-existing Term Loans, (c) the average weighted life to maturity of such Incremental Term Loans shall be no shorter than the average weighted life to maturity applicable to the then-existing Term Loans (without giving effect to any amortization or prepayments on the outstanding Term Loans), (d) the Borrower may issue, in lieu of any Incremental Term Loans, first lien secured or junior lien secured or unsecured notes, first lien loans, junior lien loans, unsecured loans, or secured or unsecured “Mezzanine” debt (“
Incremental Equivalent Debt
”) (in each case, (x) if in the form of junior lien or unsecured loans or notes, with a maturity at least 91 days after the maturity of the then existing Term Loans (or if in the form of first lien secured loans or notes, with a maturity no earlier than the maturity of the then existing Term Loans), (y) not guaranteed by any subsidiary other than a Term Loan Loan Party under the then outstanding Term Loan Facility and (z) to the extent secured, subject to customary intercreditor terms to be consistent with the Term Loan Documentation Principles and not secured by any lien on the assets of any Term Loan Loan Party that does not also secure the then outstanding Term Loan Facility) if the applicable conditions to effecting and borrowing under an Incremental Term Facility (as if such Incremental Equivalent Debt were an Incremental Term Loan) would have been satisfied, provided that, the provisions of the preceding clause (iii)(1)(a) shall not apply other than with respect to any loans that are
pari passu
with the Term Loans in security and right of payment, and clauses (iii)(1)(b) and (iii)(1)(c) shall not apply to any customary bridge facility so long as the long-term debt into which any such customary bridge facility is to be converted satisfies such clauses;
provided
further
that (x) mandatory prepayments shall not be permitted to be applied to any Incremental Term Facility or Incremental Equivalent Debt on a greater than pro rata basis relative to the initial Term Loans (except with respect to mandatory prepayments with the proceeds of Refinancing Facilities or Refinancing Notes) and (y) the covenants, events of default and guarantees of such Incremental Term Loans or Incremental Equivalent Debt, if not consistent with the terms of the corresponding Term Loans, shall not be materially more restrictive to the Borrower, when taken as a whole, than the terms of the Term Loans unless (1) lenders under the Term Loan Facility also receive the benefit of such more restrictive terms or (2) such more restrictive terms apply after the maturity date of the initial Term Loan Facility; and
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(2) in connection with any Incremental Revolving Loans, (a) the final stated maturity date for any Incremental Revolving Loans may be the same as or later (but not sooner) than the final stated maturity date applicable to the ABL Facility, (b) any Incremental Revolving Loans shall not be subject to (x) any mandatory prepayments other than those customary mandatory prepayments in connection with the Incremental Revolving Loans under any Incremental Revolving Facility exceeding the commitments thereunder or (y) any mandatory
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commitment reductions or scheduled amortization payments and (c) the covenants, events of default and guarantees of any Incremental Revolving Loans shall not be materially more restrictive to the Borrower, when taken as a whole, than the terms of the Term Loans.
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Existing lenders under the Facilities may, but shall not be obligated to without their prior written consent, provide a commitment and/or make any loans pursuant to any Incremental Facility, and nothing contained herein constitutes, or shall be deemed to constitute, a commitment with respect to any Incremental Facility. The use of proceeds, if any, of any Incremental Facility will be as agreed by the Borrower and the lenders providing such Incremental Facility.
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“
Consolidated First Lien Net Leverage Ratio
” shall mean the ratio of (i) consolidated first lien net debt (consisting of indebtedness for borrowed money (including, for the avoidance of doubt, any amounts outstanding under the ABL Facility), capitalized lease obligations, purchase money debt and drawn and unreimbursed letters of credit as reflected on the balance sheet of the Borrower and its restricted subsidiaries, in each case secured, in whole or in part, by first priority liens on the assets of the Borrower or any restricted subsidiary),
minus
unrestricted cash and cash equivalents (excluding for purposes of any calculation of the Consolidated First Lien Net Leverage Ratio in connection with the incurrence of any indebtedness, the cash proceeds of such incurrence) to (ii) Consolidated EBITDA for the most recent four fiscal quarter period for which financial statements have been delivered (or were required to have been delivered) pursuant to the Term Loan Facility Documentation.
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“
Consolidated Secured Net Leverage Ratio
” shall mean the ratio of (i) consolidated secured net debt (consisting of indebtedness for borrowed money (including, for the avoidance of doubt, any amounts outstanding under the ABL Facility), capitalized lease obligations, purchase money debt and drawn and unreimbursed letters of credit as reflected on the balance sheet of the Borrower and its restricted subsidiaries, in each case secured, in whole or in part, by liens on the assets of the Borrower or any restricted subsidiary),
minus
unrestricted cash and cash equivalents (excluding for purposes of any calculation of the Consolidated Secured Net Leverage Ratio in connection with the incurrence of any indebtedness, the cash proceeds of such incurrence) to (ii) Consolidated EBITDA for the most recent four fiscal quarter period for which financial statements have been delivered (or were required to have been delivered) pursuant to the Term Loan Facility Documentation.
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“
Consolidated Total Net Leverage Ratio
” shall mean the ratio of (i) consolidated net debt (consisting of indebtedness for borrowed money, capitalized lease obligations, purchase money debt and drawn and unreimbursed letters of credit as reflected on the balance sheet of the Borrower and its restricted subsidiaries),
minus
unrestricted cash and cash equivalents (excluding for purposes of any calculation of the Consolidated Total Net Leverage Ratio in connection with the incurrence of any indebtedness, the cash proceeds of such incurrence) to (ii) Consolidated
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EBITDA for the most recent four fiscal quarter period for which financial statements have been delivered (or were required to have been delivered) pursuant to the Term Loan Facility Documentation.
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Refinancing Facilities
:
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The Term Loan Facility Documentation will permit the Borrower to refinance loans under the Term Loan Facility or any Incremental Term Facility or commitments under the Incremental Revolving Facility from time to time, in whole or part, with one or more new term facilities (each, a “
Refinancing Term Facility
”) or new revolving credit facilities (each a “
Refinancing Revolving Facility
” and, together with any Refinancing Term Facility, collectively, the “
Refinancing Facilities
”), respectively, under the Term Loan Facility Documentation solely with the consent of the Borrower and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility and with one or more additional series of senior unsecured notes or loans or senior secured notes or loans that will be secured by the Collateral on a
pari passu
or junior basis with the Term Loan Facility (such notes or loans, “
Refinancing Notes
”);
provided
that (i) with respect to Refinancing Facilities or Refinancing Notes that are secured, customary intercreditor agreements are entered into which are reasonably acceptable to the Borrower and Term Loan Administrative Agent, (ii) any Refinancing Term Facility or Refinancing Notes do not mature prior to the maturity date of, or have a shorter weighted average life than, loans under the Term Loan Facility or Incremental Term Facility being refinanced (without giving effect to any amortization or prepayments on the outstanding Term Loans or Incremental Term Loans, as applicable) or, with respect to any Refinancing Notes, have mandatory prepayment provisions (other than related to customary asset sale (or similar event) and change of control offers or prepayments and customary acceleration rights after an event of default) that would result in mandatory prepayment of such Refinancing Notes prior to the loans under the Term Loan Facility being refinanced (it being understood the Borrower shall be permitted to prepay or offer to purchase any first lien secured Refinancing Notes pursuant to the second paragraph of the “Mandatory Prepayments” section below), (iii) any Refinancing Revolving Facility does not mature prior to the maturity date of the revolving commitments being refinanced, (iv) the aggregate principal amount of any Refinancing Facility or Refinancing Notes shall not be greater than the aggregate principal amount of the applicable class under the Facilities being refinanced or replaced,
plus
any fees, premiums, original issue discount and accrued interest associated therewith and costs and expenses related thereto and such Facilities being refinanced or replaced will be permanently reduced on a dollar-for-dollar basis concurrently with the issuance of such Refinancing Facility or Refinancing Notes, (v) the Term Loan Facility Documentation will contain provisions providing for the
pro rata
treatment of the payment, borrowing, participation and commitment reduction of any Incremental Revolving Facility and any Refinancing Revolving Facility, (vi) any Refinancing Facility or Refinancing Notes, to the extent secured, shall not be secured by any lien on any asset of any Term Loan Loan Party that does not also secure the then outstanding applicable Term Loans, or be guaranteed by any Subsidiary other than the Term Loan Guarantors under the then outstanding Term Loans, (vii) the other terms and conditions of such Refinancing Facilities or
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Refinancing Notes (excluding pricing, fees and optional prepayment or redemption terms which shall be determined in good faith by the Borrower) shall either, at the option of the Borrower, (x) reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined in good faith by the Borrower) or (y) if not consistent with the terms of the corresponding class under the Term Loan Facility, not be materially more restrictive to the Borrower, when taken as a whole, than the terms of the applicable class under the Term Loan Facility (or any revolving credit facility thereunder) being refinanced or replaced unless (1) the Term Lenders under the corresponding class under the Term Loan Facility also receive the benefit of such more restrictive terms or (2) any such provisions apply only after the maturity date of the Term Loan Facility. In connection with any Refinancing Facility or Refinancing Notes, the Term Loan Facility Documentation will provide the Borrower the right to require the applicable Term Lenders or lenders in respect of any Incremental Facility to assign their loans and commitments to the providers of any such Refinancing Facility or Refinancing Notes.
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Mandatory Prepayments
:
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The Term Loans shall be prepaid with:
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(a)
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100% of the net cash proceeds from issuances of debt by the Borrower or any of its restricted subsidiaries (with appropriate exceptions for all permitted indebtedness (other than Refinancing Term Facilities and Refinancing Notes) and the Incremental Facilities);
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(b)
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for each fiscal year of the Borrower (beginning with the first full fiscal year following the Closing Date) 50% (with step-downs to 25% and 0% if the Consolidated First Lien Net Leverage Ratio is less than 0.50:1.00 and 1.00:1.00 inside the Consolidated First Lien Net Leverage Ratio as of the Closing Date) of the Borrower’s annual excess cash flow (to be defined consistent with the Term Loan Documentation Principles (such definition to provide for a deduction from excess cash flow, without duplication among periods, of cash used (or to be used within a time period to be mutually agreed and consistent with the Term Loan Documentation Principles) to finance permitted acquisitions, other investments and capital expenditures (to the extent such amount are used or to be used within agreed upon time period for permitted acquisitions, other investments and capital expenditures, including any of the foregoing for which a binding agreement (or binding commitment) then exists and subject to reversal if such case is not so used within such agreed time period and to the extent not financed with long term debt proceeds) and for certain restricted payments, permitted tax distributions, scheduled payments of indebtedness and prepayments of other indebtedness, subject to limitation consistent with the Term Loan Documentation Principles, and to include a dollar-for-dollar credit for the following (to the extent not financed with long-term debt proceeds): (x) voluntary permanent prepayments of (i) the Term Loan Facility and any Incremental Term Facility, any Incremental Equivalent Debt, any Refinancing Notes and any Refinancing Term Facility, in each case that is secured on a
pari passu
basis with the Term Loan Facility (in each case, including any
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debt buyback, but limited to the actual cash amount paid by Borrower in connection with such buyback) and (ii) the ABL Facility, any Incremental Revolving Facility, any Refinancing Revolving Facility and any revolving facility refinancing, replacing or extending any of the foregoing (to the extent accompanied by a permanent reduction of the relevant commitment) and (y) repayment of the ABL Loans made to account for any additional OID or upfront fees that are implemented pursuant to the “market flex” provisions of the Fee Letter; and
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(c)
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100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property by the Borrower or any of its restricted subsidiaries (including casualty insurance and condemnation proceeds and to the extent not consummated prior to the Closing Date and the net proceeds thereof not applied to reduce pension liabilities on a dollar-for-dollar basis, dispositions in whole or in part of the retail business of the Target (collectively, the “
Specified Disposition
”), but with exceptions for ordinary course dispositions, dispositions of obsolete or worn-out property and property no longer used or useful in the business (other than the Specified Disposition) and other exceptions to be consistent with the Term Loan Facility Documentation) in excess of an individual and annual threshold amount to be agreed and (other than with respect to proceeds of the Specified Disposition) subject to a 100% reinvestment right if reinvested (or committed to be reinvested) within 18 months of such sale or disposition (or 24 months in the event a binding letter of intent is entered into within such 18-month period).
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Mandatory prepayments shall be applied
pro rata
among classes of term loans, except that (i) the Borrower may direct that proceeds of Refinancing Term Facilities or Refinancing Notes shall be applied to the class or classes of term loans to be refinanced as selected by the Borrower and (ii) Incremental Term Facilities and Refinancing Term Facilities may participate in mandatory prepayments on a less than
pro rata
basis. Mandatory prepayments of the Term Loans shall be applied to scheduled installments thereof in direct order of maturity (without premium or penalty);
provided
, that the Term Loan Facility Documentation shall provide that in the case of mandatory prepayments pursuant to clauses (b) or (c) above, a ratable portion of such mandatory prepayment may be applied to redeem, prepay or offer to purchase any Refinancing Notes or Incremental Equivalent Debt (collectively, “
Additional Debt
”), in each case secured on a pari passu basis with the Term Loan Facility and if required under the terms of the applicable documents governing such Additional Debt.
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All prepayments referred to in clauses (a) through (c) above are subject to there being no adverse tax consequences and to permissibility under (i) local law (
e.g.
, financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant subsidiaries) and (ii) material constituent document restrictions (including as a result of minority ownership by third parties)
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with the MFN Adjustment);
provided
that such Prepayment Premium shall not apply if such refinancing or amendment is in connection with a “change of control” transaction, initial public offering or any transformative acquisition.
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Term Loan Facility Documentation
:
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The definitive documentation with respect to the Term Loan Facility (the “
Term Loan Facility Documentation
”) will be initially prepared by counsel to the Borrower based on a recent precedent to be agreed for a similarly-situated borrower in the syndicated term loan “B” market to be mutually agreed, will contain only those mandatory prepayments set forth above in this Term Sheet and representations, warranties, conditions to borrowing, affirmative, negative and financial covenants and events of default set forth below in this Term Sheet, in each case applicable to the Borrower and its restricted subsidiaries, with materiality thresholds, qualifications, exceptions, “baskets” and grace and cure periods to be mutually agreed, with changes and modifications that reflect the “market flex” provisions of the Fee Letter and shall be no less favorable (except as expressly set forth in this Exhibit B) to the Borrower and its subsidiaries than the Existing Term Facility (collectively, the “
Term Loan Documentation Principles
”). Notwithstanding the foregoing, all leases of the Borrower, the Guarantors and the respective restricted subsidiaries of the Borrower or Subsidiary Guarantors that are or would be treated as operating leases for purposes of GAAP as of the Signing Date shall be accounted for as operating leases for purposes of the defined financial terms, including “Capital Lease Obligations” under the Term Loan Facility Documentation regardless of any change to GAAP following such date which would otherwise require such leases to be treated as capital leases; provided that financial reporting shall not be affected thereby. The Term Loan Facility Documentation will contain customary European Union bail-in and Beneficial Ownership Regulation provisions and, to the extent applicable, Department of Labor lender regulatory representations. The Term Loan Facility Documentation shall be subject in all respects to the Certain Funds Provision.
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Representations
and Warranties
:
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Consistent with the Term Loan Documentation Principles and include (and limited to) the following (to be applicable to the Borrower and its restricted subsidiaries): pro forma financial statements; no Material Adverse Effect (as defined below) after the Closing Date; legal existence; compliance with laws (including, without limitation, anti-terrorism laws, FCPA and OFAC); organizational power and authority; due authorization, execution, delivery and enforceability of the Term Loan Facility Documentation; no violation of or conflict with law, organizational documents or material debt agreements; government approvals; material litigation; ownership of material property; intellectual property; taxes; the Patriot Act; Beneficial Ownership Certification; FCPA; Sanctions (including OFAC); Federal Reserve regulations; ERISA and Canadian pension regulations; Investment Company Act; environmental matters; labor matters; governmental consents; solvency on the Closing Date; accuracy of written disclosure; the Patriot Act; PACA and PSA, and creation, perfection and validity of security interests (subject to permitted liens and other exceptions to perfection to be mutually agreed and consistent with the Term Loan Documentation Principles).
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“
Material Adverse Effect
” means any event, circumstance or condition that has had a material and adverse effect on (a) the business, results of operations or financial condition of the Borrower and its restricted subsidiaries, taken as a whole, (b) the ability of the Borrower and its restricted subsidiaries, taken as a whole, to perform their material payment obligations under the Facilities Documentation or (c) material remedies (taken as a whole) of the Administrative Agent and the Lenders under the Facilities Documentation.
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Conditions Precedent:
|
The availability of the Term Loan Facility on the Closing Date will be subject solely to the applicable conditions precedent set forth in
Exhibit D
to the Commitment Letter. For the avoidance of doubt, it is agreed that conditions set forth in
Exhibit D
are subject, in all respects, to the Certain Funds Provision.
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Affirmative Covenants
:
|
Consistent with the Term Loan Documentation Principles (to be applicable to the Borrower and its restricted subsidiaries) and limited to the following: delivery of consolidated annual audited financial statements within 120 days of the end of each fiscal year without any going concern qualification or exception (except to the extent such qualification or exception is a result of a current maturity of indebtedness or any actual or prospective default of any financial covenant) and, for each of the first three fiscal quarters of any fiscal year, quarterly unaudited financial statements within 45 days for each of the first three fiscal quarters of any fiscal year; together with the delivery of annual financials, customary management discussion and analysis; together with the delivery of quarterly financials, summary management discussion and analysis; quarterly lender calls at the Term Loan Administrative Agent’s request; annual budgets and quarterly (for the first three fiscal quarters of each fiscal year) and annual compliance certificates; payment of material taxes; maintenance of existence; compliance with laws; maintenance of property (subject to casualty, condemnation and normal wear and tear) and adequate insurance; maintenance of books and records; right of the Term Loan Administrative Agent to inspect property and books and records (subject to frequency and cost reimbursement limitations consistent with the Term Loan Documentation Principles and other than information subject to confidentiality obligations or attorney-client privilege and other exceptions to be agreed); information (including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation); notices of events of default; changes in fiscal year; designation and re-designation of restricted and unrestricted subsidiaries; notices of litigation and ERISA events which, in either case, result in a Material Adverse Effect; use of proceeds; further assurances with respect to the Collateral and Guarantees; material changes in lines of business (other than lines of business complementary, ancillary, synergistic or incidentally related to then-existing lines of business); commercially reasonable efforts to maintain public ratings (but not to maintain a specific rating); in each case, all with customary materiality qualifiers, exceptions and limitations to be agreed upon and consistent with the Term Loan Documentation Principles.
|
Negative Covenants
:
|
Consistent with the Term Loan Documentation Principles (to be applicable to the Borrower and its restricted subsidiaries) and limited to the following (which shall be subject to customary materiality qualifiers, exceptions and limitations to be mutually agreed upon and which shall be consistent with the Term Loan Documentation Principles):
|
|
1. Limitation on asset sales (with exceptions to include, without limitation, the Specified Disposition).
|
|
2. Limitation on mergers, liquidations, dissolutions and other fundamental changes.
|
|
3. Limitations on dividends, stock repurchases and redemptions of equity interests.
|
|
4. Limitation on incurrence of indebtedness (with exceptions to include, without limitation, the Facilities, any Incremental Facility, Refinancing Facility, Incremental Equivalent Debt or Refinancing Notes or and any permitted refinancings thereof).
|
|
5. Limitation on investments.
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|
6. Limitation on liens (with exceptions to include liens securing the Facilities (including any Incremental Facility and any Refinancing Facility), Incremental Equivalent Debt and Refinancing Notes).
|
|
7. Limitations on restrictions on distributions from subsidiaries and granting of negative pledge clauses.
|
|
8. Limitations on prepayments, redemptions and repurchases of certain material debt that is subordinated in right of payment or security to the Facilities or is unsecured, excluding for the avoidance of doubt, the ABL Loans.
|
|
9. Limitations on amendments to organizational documents and material Junior Debt documents, in each case, solely to the extent such amendments are materially adverse to the Term Lenders.
|
|
10. Limitations on transactions with affiliates.
|
|
Unless an event of default has occurred and is continuing or would result therefrom (at the time of execution of a binding agreement in respect thereof), the Borrower and its restricted subsidiaries may make acquisitions (each, a “
Permitted Acquisition
”), subject solely to the following terms and conditions: (i) after giving effect thereto, the Borrower is in compliance with the permitted lines of business covenant and (ii) if the Borrower or any of its restricted subsidiaries acquires the majority of the equity interests of any person in connection with such acquisition such person will, subject to the right of the Borrower to designate an unrestricted subsidiary and (subject to a cap on amounts invested by Term Loan Loan Parties in entities that do not become (or assets that do not become owned by) Term Loan
|
|
Loan Parties) become a restricted subsidiary and, solely to the extent required by and subject to the limitations set forth in, “Guarantee”” and “Security” and the immediately preceding parenthetical above, the acquired company and its subsidies will become Term Loan Guarantors and pledge their Collateral to the Term Loan Administrative Agent.
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The Borrower will be also permitted to utilize an “
Available Additional Basket
” in an amount equal to (a) a fixed amount to be agreed,
plus
(b) 50% of cumulative consolidated net income (to be defined consistent with the Term Loan Documentation Principled),
plus
(c) the proceeds of new public or private qualified equity issuances by, and capital contributions to, the Borrower after the Closing Date,
plus
(d) debt and disqualified stock which have been exchanged or converted into qualified equity of the Borrower (and any direct or indirect parent thereof) after the Closing Date,
plus
(e) the proceeds of sales of investments made under the Available Additional Basket,
plus
(f) without duplication of amounts under clause (e) above, returns, profits, distributions and similar amounts received on investments made under the Available Additional Basket (up to the amount of the original investment),
plus
(g) the investments of the Borrower and its restricted subsidiaries in any unrestricted subsidiary that have been transferred to the Borrower or any of its restricted subsidiaries, in each case up to the amount of the original investment made in such unrestricted subsidiary under the Available Additional Basket,
plus
(h) the amount of Retained Declined Proceeds,
plus
(i) the sale of equity interests or assets of an unrestricted subsidiary, joint venture or minority investment that has been re-designated as a restricted subsidiary or that has been merged or consolidated into a Term Loan Party or any of its restricted subsidiaries or the fair market value of the assets of any unrestricted subsidiary, joint venture or minority investment that have been transferred to a Term Loan Loan Party or any of its restricted subsidiaries, in each case up to the amount of the original investment made in such unrestricted subsidiary, joint venture or minority investment under the Available Additional Basket,
plus
(k) certain other items to be mutually agreed and consistent with the Term Loan Documentation Principles, in the case of each of the foregoing clauses (a) through (k), to the extent not otherwise applied to make investments to other restricted payments (including subordinated debt prepayments, redemptions or repurchases);
provided
that, to the extent such amounts are to be utilized for dividends, stock repurchases and redemptions of equity interests or for prepayments, redemption and repurchases of Junior Debt, the unused amounts under the Available Additional Basket shall only be available so long as (x) no event of default has occurred and is continuing and (y) the Borrower shall be in compliance, on a
pro forma
basis, with a Consolidated Total Net Leverage Ratio to be agreed (the “
Available Additional Basket Conditions
”).
|
Limited Condition Transactions
:
|
Consistent with the Term Loan Documentation Principles.
|
Financial Covenant
:
|
None.
|
Unrestricted Subsidiaries
:
|
The Term Loan Facility Documentation will contain provisions pursuant to
|
|
which, so long as no event of default is continuing, the Borrower will be permitted to designate any existing or subsequently acquired or organized subsidiary as an “unrestricted subsidiary” and subsequently re-designate any such unrestricted subsidiary as a restricted subsidiary, if, on a pro forma basis, the Borrower would be in compliance with a maximum Consolidated Total Net Leverage Ratio equal to the Consolidated Total Net Leverage Ratio on the Closing Date, provided, (x) such designation of a restricted subsidiary as an unrestricted shall be deemed to constitute the incurrence of indebtedness and liens of such subsidiary (and reduction in an outstanding investment). Unrestricted subsidiaries will not be subject to the mandatory prepayments, representations and warranties, covenants, events of default or other provisions of the Term Loan Facility Documentation, and the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of calculating any financial ratios or baskets contained in the Term Loan Facility Documentation.
|
Events of Default
:
|
Consistent with the Term Loan Documentation Principles (to be applicable to the Borrower and its restricted subsidiaries) and limited to the following (with grace periods, baskets and materiality thresholds to be mutually agreed upon and consistent with the Term Loan Documentation Principles): nonpayment of principal; nonpayment of interest with a grace period of 5 business days; nonpayment of fees or other amounts with a grace period of 10 business days; any representation or warranty in the Term Loan Facility Documentation proving to have been materially incorrect when made or deemed made; failure to perform or observe covenants set forth in the Term Loan Facility Documentation within a specified period of time where appropriate (subject, in the case of affirmative covenants, to a grace period of 30 days following written notice from the Term Loan Administrative Agent (other than in respect of maintenance of the Borrower’s existence and notices of default); cross-default (other than with respect to the ABL Facility) and cross-acceleration to debt in excess of a materiality threshold; cross-acceleration to the ABL Facility; bankruptcy and insolvency defaults (with a 60 day grace period for involuntary proceedings); final monetary judgment defaults to the extent not covered by indemnities or insurance above a materiality threshold (with a 60 day grace period); customary ERISA events that would result in a Material Adverse Effect; invalidity of material guarantees or impairment of security of a material portion of the Collateral; and change of control (to be defined in a manner consistent with the Term Loan Documentation Principles)).
|
Voting
:
|
Amendments and waivers of the Term Loan Facility Documentation will require the approval of Term Lenders holding more than 50% of the aggregate amount of loans and commitments under the Facilities (the “
Required Term Lenders
”), except that (a) only the consent of each directly and adversely affected Lender (and not the Required Term Lenders) shall be required with respect to (i) increases in commitments of such Term Lender (it being understood that a waiver of any condition precedent or the waiver of any default, event of default or mandatory prepayment shall not constitute an increase of any commitment of any Term Lender), (ii) reductions of principal, interest or fees payable to such Term Lender
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|
(other than waivers of default interest, a default or event of default or mandatory prepayment),
provided
that any change in the definitions of any ratio used in the calculation of any rate of interest or fees (or the component definitions) shall not constitute a reduction in any rate of interest or fees, (iii) extensions of final scheduled maturity or scheduled times for payment of principal, interest or fees owing to such Term Lender (it being understood and agreed that the waiver of any mandatory prepayment, default interest, default or event of default shall only require the consent of the Required Term Lenders) and (iv) alterations of such Lender’s pro rata sharing of payments, (b) the consent of all Term Lenders shall be required with respect to (i) releases of all or substantially all of the Term Loan Guarantors or all or substantially all of the Collateral
(other than in connection with permitted asset sales, dispositions, mergers, liquidations or dissolutions or as otherwise permitted) and (ii) reductions to any of the voting percentages, and (c) the consent of the Term Loan Administrative Agent shall be required with respect to amendments and waivers directly adversely affecting its rights or duties; it being understood that (i) additional extensions of credit permitted under the Term Loan Facility Documentation shall not require the consent of all Term Lenders but instead shall only require the consent of each Term Lender extending such credit, (ii) any applicable intercreditor agreement may be amended solely with the consent of the Term Loan Administrative Agent to give effect thereto or to carry out the purposes thereof and (iii) there shall be no “class” voting requirement for amendments, modifications or supplements to the Term Loan Facility Documentation.
|
|
The Term Loan Facility Documentation shall contain a mechanism to permit the Borrower (a) with the consent of each directly and adversely affected Term Lender under the Term Loan Facility, but without the consent of any other Term Lender or the Required Term Lenders, to extend the maturity date and to provide for different interest rates and fees and prepayments for the Term Lender providing such extended maturity date, so long as an offer to extend the final expiration or maturity date of the applicable Facility is made to all Term Lenders of the applicable class on a
pro rata
basis pursuant to procedures established by the Term Loan Administrative Agent and (b) with the consent of each directly and adversely affected Term Lender under the applicable Facility (but no other Term Lender) to provide for a “re-pricing” amendment which reduces the interest rate accruing in respect of the Term Loans and/or Revolving Loans held by such Term Lender.
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In connection with any proposed amendment, modification, waiver or termination (a “
Proposed Change
”) requiring the consent of all Term Lenders or all directly and adversely affected Term Lenders, if the consent to such Proposed Change of other Term Lenders whose consent is required is not obtained (but the consent of the Required Term Lenders or more than 50% (in principal amount) of the directly and adversely affected Term Lenders, as applicable, is obtained) (any such Term Lender whose consent is not obtained being referred to as a “
Non-Consenting Lender
”), then the Borrower may, at its option and at its sole expense and effort, upon notice to such Non-Consenting Lender and the Term Loan Administrative Agent,
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(x) require such Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to customary restrictions on assignment), all its interests, rights and obligations under the Term Loan Facility Documentation with respect to the applicable class or classes of loans to an assignee that shall assume such obligations (which assignee may be another Term Lender, if a Term Lender accepts such assignment) and/or (y) terminate the commitment of such Non-Consenting Lender and prepay such Term Lender on a non-
pro rata
basis;
provided
that, such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its loans, accrued interest thereon, accrued fees and all other amounts then due and owing to it under the Term Loan Facility Documentation with respect to such class or classes from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts).
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The Term Loan Facility Documentation shall contain customary provisions consistent with the Term Loan Documentation Principles for replacing or terminating the commitments of (i) an insolvent Term Lender, (ii) a Lender failing to fund its commitment (a “
Defaulting Lender
”), (iii) a Lender seeking indemnity for increased costs or grossed-up tax payments and (iv) a Lender refusing to extend its commitment, in each case consistent with the Term Loan Documentation Principles.
|
|
In addition, the Term Loan Facility Documentation shall provide for the amendment (or amendment and restatement) of the Term Loan Facility Documentation to (a) add one or more additional or replacement credit facilities thereto and changes related thereto and (b) to provide for term loans replacing all or a portion of the Term Loans, subject to customary limitations, with only the consent of the Borrower and the lenders providing such replacement term loans and, in connection with any of the foregoing, the right of the Borrower to require the applicable Term Lenders to assign their Term Loans to the providers of any replacement credit facility or loans or to prepay their outstanding loans and terminate their commitments.
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The Term Loan Facility Documentation will permit guarantees, collateral security documents and related documents to be amended and waived with the consent of the Term Loan Administrative Agent at the request of Borrower without the need for consent by any other Term Lender if such amendment or waiver is delivered in order to (i) comply with local law or advice of local counsel or (ii) cause such guarantee, collateral security document or other document to be consistent with or effectuate the credit agreement and the other Term Loan Facility Documentation. The Term Loan Administrative Agent shall be entitled (in its discretion) to extend any deadline for taking actions required to perfect security interests in collateral.
|
|
In addition, if the Term Loan Administrative Agent and the Borrower shall have jointly identified an obvious error, defect or any error or omission of a technical nature in the Term Loan Facility Documentation, then the Term Loan Administrative Agent and the Borrower shall be permitted to amend such provision without further action or consent of any other party if such amendment is posted to the Lenders and Required Lenders (to be defined)
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|
do not oppose such amendment within five business days of such posting.
|
Cost and Yield Protection
:
|
Usual for facilities and transactions of this type (including mitigation provisions and to include Dodd-Frank and Basel III as changes in law) and consistent with the Term Loan Documentation Principles;
provided
that requests for such additional payments shall be limited to circumstances in which the applicable Lender is imposing such charges on other similarly situated borrowers under comparable syndicated credit facilities. The Term Loan Facility Documentation will contain customary tax gross-up provisions.
|
Assignments and Participations
:
|
The Term Lenders will be permitted to assign loans and commitments with the consent (not to be unreasonably withheld or delayed) of the Borrower (unless a payment or bankruptcy (with respect to the Borrower) event of default has occurred and is continuing or such assignment is to a Term Lender, an affiliate of a Term Lender or an approved fund of a Term Lender);
provided
that, with respect to the Term Loan Facility, the Borrower’s consent shall be deemed given if it fails to respond within fifteen business days;
provided
further
that, no loans or commitments shall be assigned to Disqualified Institutions. Each assignment (except to other Term Lenders or their affiliates) will be in a minimum amount of $1,000,000 or will be the assignment of the entire remaining amount of an assigning Term Lender’s Term Loans.
|
|
The Term Loan Administrative Agent shall have no duties or responsibilities for monitoring or enforcing prohibitions on assignment to Disqualified Institutions.
|
|
The Term Lenders will be permitted to participate loans and commitments without restriction (except as provided below). Voting rights of participants shall be limited to matters in respect of (a) reductions of principal, interest or fees owing to such participant, (b) extensions of final scheduled maturity or scheduled times for payment of interest or fees owing to such participant and (c) releases of Collateral or Guarantees requiring the approval of all Term Lenders. In no event shall any portion of the Facilities be participated to any Disqualified Institution (so long as the identity of any such Disqualified Institution to whom no portion of the Facilities shall be participated is available to all Term Lenders).
|
Expenses and Indemnification
:
|
The Borrower shall pay within thirty (30) days after written demand (including documentation reasonably supporting such request) (a) all reasonable documented out-of-pocket expenses of the Term Loan Administrative Agent and the Term Loan Lead Arrangers associated with the syndication, preparation, execution, delivery, negotiation and administration of the Term Loan Facility Documentation and any amendment or waiver with respect thereto (in the case of (i) legal fees and expenses, limited to the reasonable documented fees, disbursements and other charges of one counsel identified herein and, to the extent reasonably necessary, one local counsel in each relevant jurisdiction, which, in each case, shall exclude allocated costs of in-house counsel and (ii) fees or
|
|
expenses with respect to any other advisor or consultant, solely to the extent the Borrower has consented to the retention of such person) and (b) all reasonable documented out-of-pocket expenses of the Term Loan Administrative Agent and the Term Lenders (in the case of legal fees and expenses, limited to the reasonable documented fees, disbursements and other charges of one counsel for the Term Loan Administrative Agent and the Term Lenders (taken as a whole) and to the extent reasonably necessary, one local counsel in each relevant jurisdiction and, in the event of a conflict of interest, one additional conflicts counsel for the affected Indemnified Persons (as defined below) taken as a whole, which, in each case, shall exclude allocated costs of in-house counsel), in connection with the enforcement of the Term Loan Facility Documentation.
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|
The Borrower will, within thirty (30) days after written demand, indemnify the Term Loan Administrative Agent, the Term Loan Lead Arrangers, the Term Lenders, their respective affiliates, and their respective officers, directors, employees, members, agents, advisors, representatives and controlling persons (each an “
Indemnified Person
”), and hold them harmless from and against all losses, claims, damages, liabilities and expenses (in the case of (i) legal fees and expenses, limited to reasonable fees, disbursements and other charges of one primary counsel for all such Indemnified Persons (taken as a whole) and to the extent reasonably necessary, one local counsel in each relevant jurisdiction and, in the event of a conflict of interest, one additional counsel for the affected Indemnified Persons taken as a whole, which, in each case, shall exclude allocated costs of in-house counsel and (ii) any other advisor or consultant, solely to the extent the Borrower has consented to the retention of such person) and liabilities of any such Indemnified Person arising out of or relating to any claim or any action, suit or other proceedings (regardless of whether any such Indemnified Person is a party thereto or whether such claim, litigation, or other proceeding is brought by a third party or by the Borrower or any of its affiliates) that relate to the Term Loan Facility Documentation or the use of proceeds therefrom;
provided
that, no Indemnified Person will be indemnified (a) for its (or any of its affiliates’ or any of its or their respective officers’, directors’, employees’, members’, agents’, advisors’, representatives’ and controlling persons’) willful misconduct, bad faith or gross negligence (to the extent determined in a final non-appealable order of a court of competent jurisdiction), (b) for its (or any of its affiliates’ or any of its officers’, directors’, employees’, members’, agents’, advisors’, representatives’ and controlling persons’) material breach of its obligations under the Term Loan Facility Documentation (to the extent determined in a final non-appealable order of a court of competent jurisdiction), (c) for any dispute among Indemnified Persons (or any of their respective affiliates or any of their respective officers, directors, members, employees, agents, advisors, representatives and controlling persons) that does not involve an act or omission by the Borrower or any of its subsidiaries (other than any claims against the Term Loan Administrative Agent or the Term Loan Lead Arrangers in their capacity as such but subject to clause (a) and (b) above) or (d) for any settlement effected without the Borrower’s prior written consent (not to be unreasonably withheld or delayed), but if settled with Borrower’s prior written consent or if there is a final non-appealable
|
|
judgment against an Indemnified Person in any such proceeding, the Borrower will indemnify and hold harmless such Indemnified Person from and against any and all actual losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with this section. Each such Indemnified Person agrees to refund and return any and all amounts paid by the Borrower to such Indemnified Person to the extent any of the foregoing items described in clauses (a) through (d) occurs (to the extent determined in a final non-appealable order of a court of competent jurisdiction). None of the Indemnified Persons or the Borrower shall be liable for any special, indirect, consequential or punitive damages in connection with the Facilities (except to the extent of its indemnity or reimbursement obligations hereunder in respect of any losses, claims, damages, liabilities and expenses incurred or paid by an Indemnified Person to a third party).
|
Governing Law
and Forum
:
|
New York.
|
Counsel to Term Loan Administrative Agent and Term Loan Lead Arrangers
:
|
Davis Polk & Wardwell LLP
|
|
ANNEX I TO EXHIBIT B
|
Interest Rates
:
|
The interest rates under the Term Loan Facility are set forth in the Fee Letter.
|
|
As used herein and in the Fee Letter:
“
Adjusted LIBOR
” means the London interbank offered rate, adjusted for statutory reserve requirements (and each Term Loan designated as such, an “
Adjusted LIBOR Loan
”);
provided
that Adjusted LIBOR shall be deemed to be no less than 0.00% per annum.
“
ABR
”
means the highest of (i) the rate the
Term Loan Administrative Agent
announces from time to time as its prime rate, (ii) the Federal Funds Effective Rate,
plus
1/2 of 1% and (iii) Adjusted LIBOR
plus
1% (and each Term Loan designated as such, an “
ABR Loan
”)
.
|
|
Adjusted LIBOR borrowings may be made for interest periods of 1, 2, 3 or 6 months and, if available to all relevant Term Lenders, a period shorter than one month or a period of 12 months, as selected by the Borrower.
|
|
Interest on Adjusted LIBOR Loans and all fees will be payable in arrears on the basis of a 360-day year, calculated on the basis of the actual number of days elapsed. Interest on ABR Loans will be payable in arrears on the basis of a 365-day year (or a 366-day year in a leap year) calculated on the basis of the actual number of days elapsed. Interest will be payable on Adjusted LIBOR Loans on the last day of the applicable interest period (or at the end of each three months, in the case of interest periods longer than three months) and upon prepayment, and on ABR Loans quarterly and upon prepayment.
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|
If either (i) the Term Loan Administrative Agent determines that adequate and reasonable means do not exist for ascertaining Adjusted LIBOR and such circumstances are unlikely to be temporary and/or (ii) the supervisor for the administrator of the London interbank offered rate or a governmental authority having jurisdiction over the Term Loan Administrative Agent has made a public statement identifying a specific date after which the London interbank offered rate shall no longer be used for determining interest rates for loans, then the Term Loan Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to “LIBOR” and that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time and shall enter into an amendment to reflect such alternate rate of interest and such other related changes to the Term Loan Facility Documentation as may be applicable, which amendment shall not require the consent of any Lender unless the Term Loan Administrative Agent shall have received, within five business days of the date notice of such successor or alternative index rate is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment.
|
Default Rate:
|
Upon any payment or bankruptcy event of default, the interest rate will be,
|
|
|
|
with respect to overdue principal, the applicable interest rate,
plus
2.00%
per annum
and, with respect to any other overdue amount, the interest rate applicable to ABR Loans,
plus
2.00%
per annum
(other than to Defaulting Lenders). Interest on such overdue amounts will be payable upon written demand.
|
Borrowers
:
|
With respect to the U.S. Facility (as defined below), the Borrower (as defined in
Exhibit B
) (the “
Borrower
”) and other domestic co-borrowers consistent with the Existing ABL Facility (collectively, the “
U.S. Borrowers
”).
With respect to the Canadian Facility (as defined below), UNFI Canada, Inc. (the “
Canadian Borrower
”).
|
ABL Administrative Agent and ABL Collateral Agent
:
|
In the case of the Incremental ABL Facility, the administrative agent and collateral agent under the Existing Facility will continue to act as the administrative agent and collateral agent (the “
Existing ABL Agent
”; the Existing ABL Agent or the New ABL Agent (as defined below), as the case may be, the “
ABL Administrative Agent
”).
In the case of the Backstop ABL Facility, Bank of America, N.A. (“
Bank of America
”) will act as the sole administrative agent and sole collateral agent (in such capacities and together with its permitted successors, the “
New ABL Agent
” and, collectively with the Term Loan Administrative Agent (as defined in
Exhibit B
), the “
Administrative Agents
”) for a syndicate of banks, financial institutions and other institutional lenders and investors (other than Disqualified Institutions) (together with the Initial ABL Lenders, the “
ABL Lenders
” and, collectively with the Term Lenders (as defined in
Exhibit B
), the “
Lenders
”) reasonably acceptable to the Borrower (such acceptance not to be unreasonably withheld or delayed).
|
ABL Lead Arrangers and Bookrunners
:
|
MLPFS, GS Bank, Wells Fargo Bank, JPMCB and US Bank (collectively, in such capacities, the “
ABL Lead Arrangers
” and, together with the Term Loan Lead Arrangers (as defined in
Exhibit B
), the “
Lead Arrangers
”).
|
ABL Facility
:
|
Either (x) an increase in the U.S. Revolver Commitments and/or the Canadian Commitments under and as defined in the Third Amended and Restated Loan and Security Agreement dated as of April 29, 2016 among the Borrower, Bank of America, N.A. and the other borrowers, agents and lenders party thereto (the “
Existing ABL Facility
”) in an aggregate principal amount of $1,100,000,000 (the “
Incremental ABL Facility
”) pursuant to the ABL Amendment or (y) in the event the ABL Amendment is not approved by the requisite lenders under the Existing ABL Facility on or prior to the Closing Date, an asset-based revolving facility in an aggregate principal amount of $2,000,000,000 comprised of (i) an asset-based revolving credit facility in an aggregate principal amount of $1,950,000,000 available for
|
|
U.S. Borrowers (the “
U.S. Facility
”) and (ii) an asset-based revolving facility in an aggregate principal amount of $50,000,000 available for the Canadian Borrower (the “
Canadian Facility
”) (collectively, the “
Backstop ABL Facility
” and, together with the Incremental ABL Facility, the “
ABL Facility
”; loans incurred under the ABL Facility shall be the “
ABL Loans
”). The ABL Loans will be subject to availability as described under the heading “Availability” below.
|
Use of Proceeds
:
|
Subject to Availability (as defined below), the proceeds of loans under the ABL Facility will be used (a) on the Closing Date, to issue or cash collateralize any letters of credit or to fund any upfront fees or OID due to the exercise of the “market flex” provisions of the Fee Letter with respect to the Term Loan Facility, (b) on or after the Closing Date, to finance working capital and general corporate purposes from time to time for the Borrower and its subsidiaries, (c) on the Closing Date, to fund a portion of the purchase price in connection with the Acquisition, and (d) on the Closing Date, to pay transaction fees, costs and expenses;
provided
that the aggregate amount of ABL Loans made on the Closing Date for purposes set forth in
clauses (b)
through
(d)
above shall not exceed $1,200 million in the aggregate
plus
, at the Borrower’s election, an amount sufficient to fund any original issue discount (“
OID
”) or upfront fees required to be funded in connection with the “market flex” provisions of the Fee Letter.
|
Availability
:
|
In the case of the Incremental ABL Facility: pursuant to the Existing ABL Facility.
In the case of the Backstop ABL Facility:
Availability under the U.S. Facility will be equal to the lesser of (a) the then available unutilized commitments under the U.S. Facility and (b) the then available unutilized U.S. Borrowing Base (as defined below).
“
U.S. Borrowing Base
” shall mean (a) 90% of Eligible Accounts (to be defined in a manner consistent with the ABL Documentation Principles),
plus
(b) 90% of NOLV Percentage of the Value of Eligible Inventory (each to be defined in a manner consistent with the ABL Documentation Principles),
plus
(c)
Qualified Cash (to be defined in a manner consistent with the ABL Documentation Principles),
plus
(d) Eligible Pharmacy Receivables (to be defined in a manner consistent with the Target ABL Facility with certain exceptions to be agreed), subject to advance rates to be agreed,
plus
(e) Pharmacy Scripts Availability (to be defined in a manner consistent with the Target ABL Facility with certain exceptions to be agreed), in each case of the U.S. Borrowers,
minus
(f) applicable reserves (such reserves shall be established from time to time by the ABL Administrative Agent in its permitted discretion on the same terms and conditions of and consistent with the ABL Documentation Principles).
Availability under the Canadian Facility will be equal to the lesser of (a) the then available unutilized commitments under the Canadian Facility and (b) the then available unutilized Canadian Borrowing Base (as defined below).
|
|
“
Canadian Borrowing Base
” shall mean (a) 90% of Eligible Accounts (to be defined in a manner consistent with the ABL Documentation Principles),
plus
(b) 90% of NOLV Percentage of the Value of Eligible Inventory (each to be defined in a manner consistent with the ABL Documentation Principles),
plus
(c)
Qualified Cash (to be defined in a manner consistent with the ABL Documentation Principles), in each case of the Canadian Borrower,
minus
(d) applicable reserves (such reserves shall be established from time to time by the ABL Administrative Agent in its permitted discretion on the same terms and conditions of and consistent with the ABL Documentation Principles).
The U.S. Borrowing Base and the Canadian Borrowing Base (collectively, the “
Borrowing Base
”) shall be computed pursuant to a Borrowing Base certificate to be delivered by the Borrower in such manner and at such frequency as is consistent with the ABL Documentation Principles.
The Borrower will use commercially reasonable efforts to deliver a field examination and inventory appraisal prior to the Closing Date. In the event the New ABL Agent has not received its field examinations and inventory appraisals with respect to the Target and its subsidiaries (the “
Target Group
”) prior to the Closing Date, the Borrower shall provide the New ABL Agent and its advisors and consultants with sufficient access and relevant information relating to the Target Group and its assets to complete such field examinations and inventory appraisals on or before the 90th day after the Closing Date. In the case of the Backstop ABL Facility, during the period from the Closing Date and until the New ABL Agent’s receipt and reasonable opportunity to review such field examinations and inventory appraisals, Availability with respect to the Target Group (to the extent any member is an ABL Loan Party) shall be based on the Target’s existing asset-based revolving credit facility; and if the New ABL Agent does not receive such field examinations and inventory appraisals on or prior to the 90th day after the Closing Date, Availability with respect to the Target Group shall be zero on and after such 90th day until the New ABL Agent’s receipt and reasonable opportunity to review such field examinations and inventory appraisals.
Notwithstanding the foregoing, it is agreed that regardless of the Borrowing Base calculations on the Closing Date, availability under the ABL Facility (whether the Existing ABL Facility, as amended by the Incremental ABL Facility, or the Backstop ABL Facility) shall be no less than $1,500 million on the Closing Date until the 90
th
day after the Closing Date;
provided
if the ABL Administrative Agent receives field examinations and inventory appraisals prior to the Closing Date and Availability is less than or equal to $1,500 million, then Availability shall be deemed to be the greater of (x) such Availability and (y) $1,300 million until the 90
th
day after the Closing Date.
|
Interest Rates and Fees
:
|
As set forth on
Annex I
to this
Exhibit C
.
|
|
|
Maturity
:
|
The Incremental ABL Facility will mature, and the lending commitments thereunder will terminate, on April 29, 2021 and the Backstop ABL Facility will mature, and the lending commitments thereunder will terminate, on the date that is five (5) years from the Closing Date.
|
Cash Management/Cash Dominion
:
|
In the case of the Incremental ABL Facility, pursuant to the Existing ABL Facility.
In the case of the Backstop ABL Facility, the Borrower shall deliver account control agreements on the Borrower’s concentration accounts and other accounts to be mutually agreed within 90 days after the Closing Date, subject to extensions agreed to by the ABL Administrative Agent. After a Trigger Event (as defined in the Existing ABL Facility), amounts in controlled accounts will be swept into a core concentration account maintained with the ABL Administrative Agent, subject to customary exceptions and thresholds and consistent with the ABL Documentation Principles.
|
Letters of Credit
:
|
In the case of the Incremental ABL Facility, pursuant to the Existing ABL Facility.
In the case of the Backstop ABL Facility:
Up to an amount to be agreed of the ABL Facility will be available to the Borrower in the form of standby and trade letters of credit, which will reduce availability under the ABL facility on a dollar-for-dollar basis. Letters of credit will be issued by GS Bank and other ABL Lenders (in such capacity, the “
Issuing Banks
”);
provided
that neither GS Bank nor any of its affiliates shall be required to issue trade letters of credit;
provided
,
further
, that each Initial ABL Lender that holds commitments under the ABL Facility shall have a letter of credit commitment that is proportionate with its commitment under the ABL Facility. Each letter of credit shall expire not later than the earlier of (a) 12 months after its date of issuance or such longer period of time as may be agreed by the applicable Issuing Bank and (b) the fifth business day prior to the final maturity of the ABL Facility;
provided
that any standby letter of credit may provide for renewal thereof for additional periods of up to 12 months or such longer period of time as may be agreed by the applicable Issuing Bank (which in no event shall extend beyond the date referred to in
clause (b)
above, except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Banks).
Drawings under any letter of credit shall be reimbursed by the Borrower (whether with its own funds or with the proceeds of borrowings under the ABL Facility) within one (1) business day. Each ABL Lender under the ABL Facility shall be irrevocably obligated to reimburse such Issuing Bank pro rata based upon their respective ABL Facility commitments.
|
Swingline Loans
:
|
Consistent with the ABL Documentation Principles.
|
Guarantees
:
|
In the case of the Incremental ABL Facility, pursuant to the Existing ABL Facility.
In the case of the Backstop ABL Facility, all obligations of the Borrower under the ABL Facility and, at the option of the Borrower, the obligations of the Borrower or any of its subsidiaries under interest rate protection, currency exchange or other hedging arrangements with the ABL Administrative Agent, an ABL Lead Arranger, an ABL Lender or an affiliate of the ABL Administrative Agent, an ABL Lead Arranger or an ABL Lender (at the time such agreement was entered into or, in the case of any such arrangements existing on the Closing Date, on the Closing Date) specifically designated by the Borrower as “ABL Pari Passu Secured Hedging Arrangements” (collectively, the “
ABL Pari Passu Secured Hedging Arrangements
”) and, at the option of the Borrower, the cash management obligations of the Borrower or any of its subsidiaries owing to the ABL Administrative Agent, any ABL Lender or an affiliate of the ABL Administrative Agent or any ABL Lender (at the time such arrangement was entered into or, in the case of any such arrangements existing on the Closing Date, on the Closing Date) and specifically identified by the Borrower as “ABL Secured Cash Management Obligations” (collectively, “
ABL Secured Cash Management Obligations
”) will be unconditionally guaranteed (the “
ABL Guarantees
”) by each Guarantor under the Term Loan Facility and as provided in the following proviso, each wholly-owned subsidiary of the Borrower organized in Canada subject to limitations consistent with the Existing ABL Facility (the “
ABL Guarantors
” and, collectively with the Borrower, the “
ABL Loan Parties
”);
provided
, that (a)(i) no ABL Loan Party organized in Canada shall be required to guarantee or shall otherwise be liable for the obligations of any domestic Loan Party, but the domestic Loan Parties shall be required to guarantee the obligations of the Loan Parties organized in Canada and (ii) each Loan Party organized in Canada shall guarantee the obligations of the Canadian Borrower and (b) on the Closing Date, each Term Loan Guarantor will also be an ABL Guarantor;
provided
,
further
, that subsidiaries that are not “eligible contract participants” (after giving effect to any “keepwell” provisions) shall not guarantee swap obligations to the extent it is illegal or unlawful under the Commodity Exchange Act, or any regulation thereunder, by virtue of such subsidiary failing to constitute an “eligible contract participant”.
|
Security
:
|
In the case of the Incremental ABL Facility, pursuant to the Existing ABL Facility.
In the case of the Backstop ABL Facility:
The ABL Facility, the ABL Guarantees, the ABL Pari Passu Secured Hedging Arrangements (at the option of the Borrower, subject to customary procedures to be agreed, which shall include that pari passu treatment in the waterfall will require reserves) and the ABL Secured Cash Management Obligations (at the option of the Borrower, subject to customary procedures to be agreed) will be secured by the following: (a) a perfected first-priority (subject to exceptions consistent with the Existing ABL Facility and the
|
|
Existing Term Facility) security interest in the following: (i) all personal property of the Borrower and each ABL Guarantor consisting of accounts receivable, cash, deposit accounts and security accounts (the “
Current Asset Collateral
”), (ii) all owned and after acquired inventory of the Borrower and the ABL Guarantors (the “
Inventory Collateral
”), (iii) the right to use trademarks, tradenames and other intellectual property in connection with the processing or sale of inventory or the sale or collection on accounts receivable under a royalty fee license agreement or to the extent necessary to sell such Current Asset Collateral or Inventory Collateral, and (iv) all letter of credit rights, commercial tort claims, chattel paper, supporting obligations, general intangibles (including contract rights, customer lists and Pharmacy Scripts (to be defined in a manner consistent with the Target ABL Facility)), documents, books, records and instruments relating to such Current Asset Collateral or Inventory Collateral and, in the case of each of clause (i) through (iv), the proceeds thereof (including insurance, indemnity, guaranty and condemnation proceeds), in each case subject to exceptions consistent with the ABL Documentation Principles (the foregoing, collectively, the “
ABL Priority Collateral
”) and (b) a perfected second-priority security interest in substantially all other present and after-acquired assets of the Loan Parties other than real property (subject to customary exceptions consistent the Term Facility Documentation Principles) and proceeds of the foregoing (such collateral, excluding ABL Priority Collateral, the “
Term Loan Priority Collateral
” and together with the ABL Priority Collateral, the “
Collateral
”), in each case subject to exceptions consistent with the Documentation Principles.
|
|
All the above-described pledges and security interests shall be created on terms, and pursuant to documentation, consistent with the Documentation Principles and subject to exceptions permitted under the Documentation Principles. Notwithstanding anything to the contrary contained herein, the requirements of the preceding paragraphs in this “Security” section shall be subject to the Certain Funds Provision.
|
Intercreditor Matters
:
|
The lien priority, relative rights and other creditors’ rights issues in respect of the ABL Facility and the Term Loan Facility will be set forth in a customary intercreditor agreement consistent with the ABL Documentation Principles and the Term Loan Documentation Principles.
|
Uncommitted Incremental Facilities
:
|
Consistent with the ABL Documentation Principles;
provided
that in the case of the Backstop ABL Facility, the aggregate amount of any increase in commitments under the Backstop ABL Facility after the Closing Date shall not exceed $600 million.
|
Mandatory Prepayments
:
|
Consistent with the ABL Documentation Principles.
|
Voluntary Prepayments
:
|
Consistent with the ABL Documentation Principles
|
ABL Documentation
:
|
The definitive documentation with respect to the ABL Facility (the “
ABL Facility Documentation
” and, collectively with the Term Loan Facility Documentation (as defined in
Exhibit B
), the “
Facilities Documentation
”) will be drafted based on the Existing ABL Facility as in effect on the date hereof, as modified by the ABL Amendment if approved by the requisite
|
|
lenders under the Existing ABL Facility (in the case of the Backstop ABL Facility, with (i) reasonable modifications to the mechanical, operational, administrative and agency provisions to reflect the administrative guidelines and practices of the New ABL Agent reasonably agreed to by the Borrower and, in each case, to the extent not inconsistent with the terms of this Exhibit C, including additions of provisions regarding European Union bail-in and Beneficial Ownership Regulation and (ii) conforming changes to the representations and warranties, affirmative and negative covenants and events of default set forth in the Term Loan Facility, where appropriate) (collectively, the “
ABL Documentation Principles
”).
The Term Loan
Documentation Principles (as defined in
Exhibit B
) and the ABL Documentation Principles are referred to collectively herein as the “
Documentation Principles
”.
|
Representations
and Warranties : |
Consistent with the ABL Documentation Principles.
|
Conditions Precedent to Initial Borrowing:
|
The availability of the ABL Facility on the Closing Date will be subject solely to the applicable conditions precedent set forth in
Exhibit D
to the Commitment Letter. For the avoidance of doubt, it is agreed that conditions set forth in
Exhibit D
are subject, in all respects, to the Certain Funds Provision.
|
Conditions Precedent
to each Borrowing (other than on the Closing Date):
|
Consistent with the ABL Documentation Principles.
|
Affirmative Covenants
:
|
Consistent with the ABL Documentation Principles.
|
Negative Covenants
:
|
Consistent with the ABL Documentation Principles;
provided
that incurrence of the Facilities and the Incremental Facilities (as defined in
Exhibit B
) and the Specified Disposition shall, in each case, be permitted.
|
Financial Covenant
:
|
Consistent with the ABL Documentation Principles;
provided
that “Trigger Event” as defined in the Existing ABL Facility shall be amended to increase the dollar prong of each threshold from $60,000,000 to $235,000,000.
|
Events of Default
:
|
Consistent with the ABL Documentation Principles;
provided
that the threshold for monetary judgments will be set at any amount to be mutually agreed.
|
Voting
:
|
Consistent with the ABL Documentation Principles.
|
Cost and Yield Protection
:
|
Consistent with the ABL Documentation Principles.
|
Assignments and Participations
:
|
Consistent with the ABL Documentation Principles.
|
Expenses and Indemnification
:
|
Consistent with the ABL Documentation Principles.
|
|
|
|
|
Governing Law
and Forum : |
New York.
|
Counsel to ABL Administrative Agent and ABL Lead Arrangers
:
|
Davis Polk & Wardwell LLP
|
Interest Rates:
|
In the case of the Incremental ABL Facility, pursuant to the Existing ABL Facility.
In the case of the Backstop ABL Facility: Initially, from and after the Closing Date until the last day of the first full fiscal quarter ending after the Closing Date, the interest rates under (i) the U.S. Facility will be Adjusted LIBOR plus 1.25% for Adjusted LIBOR Loans or ABR plus 0.25% for ABR Loans and (ii) the Canadian Facility will be BA Equivalent Rate plus 1.25% for BA Equivalent Rate Loans or Canadian Prime Rate plus 0.25% for Canadian Prime Rate Loans, and then on the first day of each fiscal quarter thereafter (the “Adjustment Date”), the applicable margin under the ABL Facility will be determined from the pricing grid below based on the average daily Aggregate Availability (as defined in the Existing ABL Facility) for the fiscal quarter ending immediately prior to such Adjustment Date. |
Average Daily Aggregate Availability
|
Applicable Margin for Adjusted LIBOR Loans/BA Equivalent Rate Loans
|
Applicable Margin for ABR Loans/Canadian Prime Rate Loans
|
Greater than or equal to 66.67% of the Line Cap
|
1.00%
|
—%
|
Greater than or equal to 33.33% of the Line Cap but less than 66.67% of the Line Cap
|
1.25%
|
0.25%
|
Less than 33.33% of the Line Cap
|
1.50%
|
0.50%
|
|
As used herein:
“
Adjusted LIBOR
” means the London interbank offered rate, adjusted for statutory reserve requirements
provided
that Adjusted LIBOR shall be deemed to be no less than 0.00% per annum.
“
Adjusted LIBOR Loans
” means ABL Loans, the rate of interest on which is based on Adjusted LIBOR.
“
ABR
” means the
highest of (i) the U.S. prime rate published in The Wall Street Journal from time to time, (ii) the one month Adjusted LIBOR
plus
1.0% and (iii) the Federal Funds Effective Rate,
plus
1/2 of 1%
.
“
ABR Loans
” means ABL Loans, the rate of interest on which is based on ABR.
“
BA Equivalent Rate
” will be defined in a manner consistent with the ABL Documentation Principles.
|
|
|
|
“
BA Equivalent Rate Loans
” means ABL Loans, the rate of interest on which is based on BA Equivalent Rate.
“
Canadian Prime Rate
” will be defined in a manner consistent with the ABL Documentation Principles.
“
Canadian Prime Rate Loans
” means ABL Loans, the rate of interest on which is based on the Canadian Prime Rate.
In no event shall the Adjusted LIBOR, ABR, BA Equivalent Rate or Canadian Prime Rate be less than zero.
|
|
If either (i) the ABL Administrative Agent determines that adequate and reasonable means do not exist for ascertaining Adjusted LIBOR and such circumstances are unlikely to be temporary and/or (ii) the supervisor for the administrator of the London interbank offered rate or a governmental authority having jurisdiction over the ABL Administrative Agent has made a public statement identifying a specific date after which the London interbank offered rate shall no longer be used for determining interest rates for loans, then the ABL Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to “Adjusted LIBOR” and that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time and shall enter into an amendment to reflect such alternate rate of interest and such other related changes to the ABL Facility Documentation as may be applicable, which amendment shall not require the consent of any Lender unless the ABL Administrative Agent shall have received, within five business days of the date notice of such successor or alternative index rate is provided to the Lenders, a written notice from the Required Lenders (to be defined) stating that such Required Lenders object to such amendment.
|
Interest Periods and Computation of Interest and Fees
:
|
Consistent with the ABL Documentation Principles.
|
Default Rate
:
|
Consistent with the ABL Documentation Principles.
|
Letter of Credit Fees:
|
In the case of the Incremental ABL Facility, pursuant to the Existing ABL Facility.
In the case of the Backstop ABL Facility:
A per annum fee equal to the applicable spread over Adjusted LIBOR under the ABL Facility in effect from time to time will accrue on the aggregate face amount of outstanding letters of credit under the ABL Facility, payable in arrears at the end of each quarter after the Closing Date and upon termination of the ABL Facility. Such fees shall be distributed to the ABL Lenders (other than to Defaulting Lenders) pro rata in accordance with their commitments under the ABL Facility. In addition, the Borrower shall pay to each Issuing Bank, for its own account, (a) a fronting fee of 0.125% on the aggregate face amount of outstanding letters of credit, payable in arrears
|
|
at the end of each quarter after the Closing Date and upon termination of the ABL Facility and (b) the Issuing Bank’s customary issuance and administration fees.
|
Commitment Fees:
|
In the case of the Incremental ABL Facility, pursuant to the Existing ABL Facility.
In the case of the Backstop ABL Facility:
Initially, 0.375% per annum on the undrawn portion (for this purpose, disregarding Swingline Loans as a utilization of the ABL Facility) of the commitments in respect of the ABL Facility and from and after the date that is three months after the Closing Date, (a) if average daily usage is greater than or equal to 25% of the total commitments, 0.25% per annum on the undrawn portion (for this purpose, disregarding Swingline Loans as a utilization of the ABL Facility) of the commitments in respect of the ABL Facility and (b) if average daily usage is less than 25% of the total commitments, 0.375% per annum on the undrawn portion (for this purpose, disregarding Swingline Loans as a utilization of the ABL Facility) of the commitments in respect of the ABL Facility.
|
(a)
|
the fair value of the assets (on a going concern basis) of the Borrower and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise;
|
(b)
|
the present fair saleable value of the property (on a going concern basis) of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured in the ordinary course of business;
|
(c)
|
the Borrower and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured in the ordinary course of business; and
|
(d)
|
the Borrower and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business contemplated as of the date hereof for which they have unreasonably small capital.
|
|
Name:
|
Title:
|
|
|
|
|
|
|
|
|
|
Page
|
Section 1
|
DEFINITIONS; RULES OF CONSTRUCTION
|
|
1.1.
|
Definitions
|
|
1.2.
|
Accounting Terms
|
|
1.3.
|
Uniform Commercial Code
|
|
1.4.
|
Certain Matters of Construction
|
|
1.5.
|
Conversions of Canadian Dollars
|
|
1.6.
|
Collateral Located in the Province of Québec
|
|
1.7.
|
Certain Calculations and Tests
|
|
1.8.
|
Credit Agreement Schedules
|
|
SECTION 2.
|
CREDIT FACILITIES
|
|
2.1.
|
Commitments
|
|
2.2.
|
[Intentionally Omitted.]
|
|
2.3.
|
Letter of Credit Facility
|
|
SECTION 3.
|
INTEREST, FEES AND CHARGES
|
|
3.1.
|
Interest
|
|
3.2.
|
Fees
|
|
3.3.
|
Computation of Interest, Fees, Yield Protection
|
|
3.4.
|
Reimbursement Obligations
|
|
3.5.
|
Illegality
|
|
3.6.
|
Inability to Determine Rates
|
|
3.7.
|
Increased Costs; Capital Adequacy
|
|
3.8.
|
Mitigation
|
|
3.9.
|
Funding Losses
|
|
3.10.
|
Maximum Interest
|
|
SECTION 4.
|
LOAN ADMINISTRATION
|
|
4.1.
|
Manner of Borrowing and Funding Loans
|
|
4.2.
|
Defaulting Lender
|
|
4.3.
|
Number and Amount of Applicable Offered Rate Loans; Determination of Rate
|
|
4.4.
|
Borrower Agent
|
|
4.5.
|
One Obligation; Limitation on Obligations of the Canadian Borrower
|
|
4.6.
|
Effect of Termination
|
|
SECTION 5.
|
PAYMENTS
|
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|
5.1.
|
General Payment Provisions
|
|
5.2.
|
Repayment of Loans
|
|
5.3.
|
[Intentionally Omitted.]
|
|
5.4.
|
Payment of Other Obligations
|
|
5.5.
|
Marshaling; Payments Set Aside
|
|
5.6.
|
Application and Allocation of Payments
|
|
5.7.
|
Application of Payments
|
|
5.8.
|
Loan Account; Account Stated
|
|
5.9.
|
Taxes
|
|
5.10.
|
Lender Tax Information
|
|
5.11.
|
Nature and Extent of Each Borrower’s Liability
|
|
SECTION 6.
|
CONDITIONS PRECEDENT
|
|
6.1.
|
Conditions Precedent to Effectiveness of This Agreement
|
|
6.2.
|
Conditions Precedent to All Credit Extensions on the Closing Date
|
|
6.3.
|
Conditions Precedent to All Credit Extensions after the Closing Date
|
|
6.4.
|
Certain Funds Period
|
|
SECTION 7.
|
[INTENTIONALLY OMITTED]
|
|
SECTION 8.
|
COLLATERAL ADMINISTRATION
|
|
8.1.
|
Borrowing Base Certificates
|
|
8.2.
|
Administration of Accounts
|
|
8.3.
|
Administration of Inventory
|
|
8.4.
|
[Intentionally Omitted.]
|
|
8.5.
|
Cash Management; Administration of Deposit Accounts
|
|
8.6.
|
General Provisions
|
|
SECTION 9.
|
REPRESENTATIONS AND WARRANTIES
|
|
9.1.
|
General Representations and Warranties
|
|
9.2.
|
Complete Disclosure
|
|
SECTION 10.
|
COVENANTS AND CONTINUING AGREEMENTS
|
|
10.1.
|
Affirmative Covenants
|
|
10.2.
|
Negative Covenants
|
|
10.3.
|
Financial Covenant
|
|
SECTION 11.
|
EVENTS OF DEFAULT; REMEDIES ON DEFAULT
|
|
11.1.
|
Events of Default
|
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|
11.2.
|
Remedies upon Default
|
|
11.3.
|
License
|
|
11.4.
|
Setoff
|
|
11.5.
|
Remedies Cumulative; No Waiver
|
|
SECTION 12.
|
AGENTS
|
|
12.1.
|
Appointment, Authority and Duties of Agents
|
|
12.2.
|
Agreements Regarding Collateral and Borrower Materials
|
|
12.3.
|
Reliance by Agents
|
|
12.4.
|
Action upon Default
|
|
12.5.
|
Ratable Sharing
|
|
12.6.
|
Indemnification
|
|
12.7.
|
Limitation on Responsibilities of Agents
|
|
12.8.
|
Successor Agents and Co-Agents
|
|
12.9.
|
Due Diligence and Non-Reliance
|
|
12.10.
|
Remittance of Payments and Collections
|
|
12.11.
|
Individual Capacities
|
|
12.12.
|
Agent Titles
|
|
12.13.
|
Bank Product Providers
|
|
12.14.
|
No Third Party Beneficiaries
|
|
12.15.
|
Authorization to Enter into Loan Documents
|
|
12.16.
|
No Third Party Beneficiaries
|
|
SECTION 13.
|
BENEFIT OF AGREEMENT; ASSIGNMENTS
|
|
13.1.
|
Successors and Assigns
|
|
13.2.
|
Participations
|
|
13.3.
|
Assignments
|
|
13.4.
|
Replacement of Certain Lenders
|
|
SECTION 14.
|
MISCELLANEOUS
|
|
14.1.
|
Consents, Amendments and Waivers
|
|
14.2.
|
Indemnity
|
|
14.3.
|
Notices and Communications
|
|
14.4.
|
Performance of Borrowers’ Obligations
|
|
14.5.
|
Credit Inquiries
|
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|
14.6.
|
Severability
|
|
14.7.
|
Cumulative Effect; Conflict of Terms
|
|
14.8.
|
Counterparts; Execution
|
|
14.9.
|
Time is of the Essence
|
|
14.10.
|
Relationship with Lenders
|
|
14.11.
|
No Advisory or Fiduciary Responsibility
|
|
14.12.
|
Confidentiality
|
|
14.13.
|
Judgment Currency
|
|
14.14.
|
GOVERNING LAW
|
|
14.15.
|
Consent to Forum
|
|
14.16.
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Waivers by Borrowers
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14.17.
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Patriot Act Notice
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14.18.
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Waiver of Sovereign Immunity
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14.19.
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Pari Passu Treatment
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14.20.
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Acknowledgement and Consent to Bail-in of EEA Financial Institutions
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14.21.
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Intercreditor Agreement
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14.22.
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NO ORAL AGREEMENT
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#91162358v46
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Level
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Aggregate Availability
(Daily Average)
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Applicable Floating Rate
Loans
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Applicable Offered Rate
Loans
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I
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>
66.67%
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0.00%
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1.00%
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II
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< 66.67% but
>
33.33%
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0.25%
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1.25%
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III
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< 33.33%
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0.50%
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1.50%
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(i)
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provision for Taxes based on income or profits or capital, including, without limitation, state franchise, excise and similar Taxes and foreign withholding Taxes of such Person paid or accrued during such period, including any penalties and interest relating to any tax examinations, deducted (and not added back) in computing Consolidated Net Income;
plus
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(ii)
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Consolidated Interest Expense, of such Person for such period (including (x) net losses or any obligations under any Hedging Agreements or other derivative instruments entered into for the purpose of hedging interest rate, currency or commodities risk, (y) bank fees and (z) costs of surety bonds in connection with financing activities, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income);
plus
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(iii)
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Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income;
plus
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(iv)
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any fees, expenses or charges (other than depreciation or amortization expense) related to any equity offering, Investment, acquisition, disposition or recapitalization permitted hereunder or the incurrence of Debt permitted to be incurred hereunder (including a refinancing thereof) (whether or not successful), including (A) such fees, expenses or charges related to this Agreement, the Term Loan Agreement and any other credit facilities (including fees, expenses or charges of any consultants and advisors incurred in connection with the Transaction or the Supervalu Acquisition) and (B) any amendment or other modification of this Agreement, the Term Loan Agreement and any other credit facilities, in each case, deducted (and not added back) in computing Consolidated Net Income;
plus
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(v)
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the amount of any restructuring charge or reserve, integration cost or other business optimization expense or cost, including in connection with establishing new facilities, that is deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions or divestitures after the Closing Date, and costs related to the closure and/or consolidation of facilities and to exiting lines of business;
plus
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(vi)
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any other non-cash charges, write-downs, expenses, losses or items reducing Consolidated Net Income for such period including any impairment charges, the impact of purchase accounting and all reserves during such period on account of contingent cash payments that may be required in a future period (
provided, that
if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (A) Borrower Agent may elect not to add back such non-cash charge in the current period and (B) to the extent Borrower Agent elects to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent) or other items classified by Borrower Agent as special items less other non-cash items of income increasing Consolidated Net Income (excluding any such non-cash item of income to the extent it represents a receipt of cash in any future period);
plus
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(vii)
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non-cash charges or losses from (A) any joint venture of any Borrower or any Subsidiary and (B) non-cash minority interest reductions;
plus
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(viii)
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the amount of “run-rate” cost savings, synergies and incremental earnings from administrative, selling or production-related activities projected by Borrower Agent in good faith to result from actions taken prior to or during, or expected to be taken following such period (which cost savings, synergies or incremental earnings shall be subject only to certification by a Senior Officer of the Borrower Agent and shall be calculated on a pro forma basis as though such cost savings, synergies or incremental earnings had been realized on the first day of such period), net of the amount of actual benefits realized prior to or during such period from such actions;
provided
that (A) a Senior Officer of the Borrower Agent shall have certified to the Administrative Agent that (x) such cost savings, synergies or incremental earnings are reasonably identifiable, reasonably attributable to the actions specified and reasonably anticipated to result from such actions, and (y) such actions have been taken or are to be taken within eighteen (18) months of the event giving rise thereto and (B) the aggregate increase to Consolidated EBITDA for any period pursuant to this clause (viii) and clause (ii) of the definition of “Pro Forma Adjustment” shall not exceed for any period 25% of Consolidated EBITDA (calculated after giving effect to any increases pursuant to this clause (viii) and clause (ii) of the definition of “Pro Forma Adjustment”);
plus
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(ix)
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(A) any costs or expense incurred by any Borrower or any Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the any Borrower or Net Proceeds of an issuance of Equity Interests (other than Disqualified Equity Interests) of any Borrower and (B) cash payments under long-term management equity incentive plans;
plus
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(x)
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cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to
paragraph (b)
below for any previous period and not added back;
plus
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(xi)
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any net loss included in Consolidated Net Income attributable to non-controlling interests pursuant to the application of Accounting Standards Codification Topic 810-10-45;
plus
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(xii)
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realized foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of any Borrower and its Subsidiaries;
plus
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(xiii)
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net realized losses from Hedging Agreements or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815 and related pronouncements;
plus
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(xiv)
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[Intentionally Omitted];
plus
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(xv)
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the amount of any charges, expenses, costs or other payments in respect of facilities no longer used or useful in the conduct of the business of the Borrowers and their Subsidiaries;
plus
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(xvi)
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costs, expenses and payments in connection with actual or prospective litigation, legal settlements, fines, judgments or orders; plus
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(xvii)
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any other adjustments or add-backs with respect to the Supervalu Acquisition specified in (but without duplication) (i) the Due Diligence Report prepared by PricewaterhouseCoopers LLP, dated as of June 2018 and delivered to certain Lead Arrangers on June 22, 2018 and (ii) the “Project Eden” Financial Due Diligence Assistance Report prepared by KPMG LLP and dated as of June 20, 2018
provided
that in no event shall the aggregate amount added to Consolidated EBITDA pursuant to this clause (xvii) in any period exceed $214,000,000;
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(b)
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decreased (without duplication) by the following:
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(i)
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non-cash gains increasing Consolidated Net Income of such Person for such period (other than any such amounts in connection with the sale of routes to independent operators), excluding any non-cash gains to the extent they represent the reversal of an accrual or cash reserve for a potential cash item that reduced Consolidated EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase Consolidated EBITDA in such prior period;
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realized foreign exchange income or gains resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Borrowers and their Subsidiaries;
plus
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(iii)
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any net realized income or gains from any obligations under any Hedging Agreements or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815 and related pronouncements;
plus
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(iv)
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any amount included in Consolidated Net Income of such Person for such period attributable to non-controlling interests pursuant to the application of Accounting Standards Codification Topic 810-10-45;
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(i)
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no Event of Default pursuant to Section 11(a), (i) or (j) (in the case of Section 11(i) or (j), with respect to any Borrower) shall have occurred or be continuing; and
|
(ii)
|
in the case of clause (x) only, (A) the Subsidiary to be so designated (i) does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Debt of, or own or hold any Lien on any property of, any Borrower or any Subsidiary (unless such Subsidiary is also designated an Unrestricted Subsidiary) and does not own any Intellectual Property (other than any Intellectual Property that, in the reasonable business judgment of the Borrower Agent, is immaterial to, or no longer used in or necessary for, the conduct of the business of the Borrower Agent or any Restricted Subsidiary) and (ii) is not, or substantially concurrently with the designation hereunder will not be, a “restricted” Subsidiary under the Term Loan Facility, (B) neither the Borrowers nor any Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), (C) after giving effect to such designation, the Total Outstandings would not exceed the Aggregate Borrowing Base, (D) if more than 5.00% of the assets included in the
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(b)
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In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Obligor, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the U.S. Revolver Commitments, the Canadian Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).
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BORROWERS
:
UNITED NATURAL FOODS, INC.
By:
/s/ Michael P. Zechmeister
Name: Michael P. Zechmeister
Title: Senior Vice President, Chief Financial Officer
& Treasurer
Address:
313 Iron Horse Way
Providence, RI 02908
Attn:Michael P. Zechmeister, Senior Vice President, Chief Financial Officer and Treasurer
Telecopy: 877-566-8481
Email: mzechmeister@unfi.com
Website: www.unfi.com
|
UNITED NATURAL FOODS WEST, INC.
By:
/s/ Michael P. Zechmeister
Name: Michael P. Zechmeister
Title: Senior Vice President, Chief Financial Officer
& Treasurer
Address:
313 Iron Horse Way
Providence, RI 02908
Attn:Michael P. Zechmeister, Senior Vice President, Chief Financial Officer and Treasurer
Telecopy: 877-566-8481
Email: mzechmeister@unfi.com
Website: www.unfi.com
|
UNFI CANADA, INC.
By:
/s/ Michael P. Zechmeister
Name: Michael P. Zechmeister
Title: Senior Vice President, Chief Financial Officer
& Treasurer
Address:
313 Iron Horse Way
Providence, RI 02908
Attn:Michael P. Zechmeister, Senior Vice President, Chief Financial Officer and Treasurer
Telecopy: 877-566-8481
Email: mzechmeister@unfi.com
Website: www.unfi.com
|
[•], 2018
|
U.S.$___________________
|
New York City, New York
|
[•], 2018
|
Canadian Dollar Equivalent of
|
New York City, New York
|
|
U.S.$___________________
|
|
|
PAGE
|
|
ARTICLE 1
|
||
DEFINITIONS
|
||
Section 1.01. Construction; Certain Defined Terms
|
1
|
|
|
|
|
ARTICLE 2
|
||
SUBORDINATION OF JUNIOR LIENS; CERTAIN AGREEMENTS
|
||
|
|
|
Section 2.01. Subordination of Junior Liens
|
15
|
|
Section 2.02. No Action With Respect to Junior Secured Obligations Collateral Subject to Senior Liens
|
16
|
|
Section 2.03. No Duties of Senior Representative
|
17
|
|
Section 2.04. No Interference; Payment Over; Reinstatement; Application of Proceeds
|
18
|
|
Section 2.05. Release of Liens; Automatic Release of Junior Liens
|
19
|
|
Section 2.06. Certain Agreements With Respect to Insolvency or, Liquidation Proceedings
|
21
|
|
Section 2.07. Reinstatement
|
26
|
|
Section 2.08. Entry Upon Premises by the ABL Agent and the ABL Secured Parties; Intellectual Property License
|
26
|
|
Section 2.09. Insurance
|
28
|
|
Section 2.10. Refinancing and Additional Secured Debt
|
29
|
|
Section 2.11. Modification; No Interference
|
30
|
|
Section 2.12. Legends
|
31
|
|
Section 2.13. Junior Secured Obligations Secured Parties Rights as Unsecured Creditors
|
31
|
|
Section 2.14. No New Liens
|
31
|
|
Section 2.15. Set-Off and Tracing of and Priorities in Proceeds
|
32
|
|
|
|
|
ARTICLE 3
|
||
GRATUITOUS BAILMENT FOR PERFECTION OF CERTAIN SECURITY
|
||
INTERESTS; RIGHTS UNDER PERMITS AND LICENSES
|
||
|
|
|
Section 3.01. General
|
33
|
|
Section 3.02. Deposit Accounts
|
34
|
|
Section 3.03. Rights under Permits and Licenses
|
34
|
|
|
|
|
ARTICLE 4
|
||
EXISTENCE AND AMOUNTS OF LIENS AND OBLIGATIONS
|
||
|
|
|
ARTICLE 5
|
||
CONSENT OF GRANTORS
|
||
|
|
|
ARTICLE 6
|
||
REPRESENTATIONS AND WARRANTIES
|
||
|
|
|
Section 6.01. Representations and Warranties of Each Party
|
35
|
|
Section 6.02. Representations and Warranties of Each Representative
|
36
|
|
|
|
|
ARTICLE 7
|
||
MISCELLANEOUS
|
||
|
36
|
|
Section 7.01. Notices
|
37
|
|
Section 7.02. Waivers; Amendment
|
37
|
|
Section 7.03. Parties in Interest
|
38
|
|
Section 7.04. Survival of Agreement
|
38
|
|
Section 7.05. Counterparts
|
38
|
|
Section 7.06. Severability
|
38
|
|
Section 7.07. Governing Law; Jurisdiction; Consent to Service of Process
|
39
|
|
Section 7.08. WAIVER OF JURY TRIAL
|
39
|
|
Section 7.09. Headings
|
39
|
|
Section 7.10. Conflicts
|
39
|
|
Section 7.11. Provisions Solely to Define Relative Rights
|
39
|
|
Section 7.12. Certain Terms Concerning the ABL Agent and each Term Loan Debt Agent; Force Majeure
|
40
|
|
|
1
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|
|
|
To:
|
[Name and Address of Credit Card
|
Issuer/Processor] (the “
Processor
”)
|
a.
|
By electronic wire transfer to one of the deposit accounts described on
Schedule I
hereto (and as such
Schedule I
may be amended, modified, supplemented or otherwise modified from time to time in writing by an officer or director of the Company and confirmed in writing by an officer or director of the Lender Representative), or
|
b.
|
As the Processor may be otherwise instructed from time to time in writing by an officer of the Lender Representative.
|
Bank
|
ABA#
|
Name on Account
|
Account #
|
|
|
|
|
|
|
|
|
Lender
|
U.S. Revolver
Commitment
|
Canadian
Commitment
|
U.S. Letter of
Credit
Commitment
|
Canadian
Letter of Credit
Commitment
|
Commitment for
Swingline Loans
to U.S. Borrowers
|
Commitment for
Swingline Loans
to Canadian
Borrower
|
||||||||||||
Bank of
America, N.A.
|
|
$341,250,000.00
|
|
---
|
|
|
$35,000,000.00
|
|
---
|
|
|
$100,000,000.00
|
|
---
|
|
|||
Bank of America, N.A., acting through its Canada Branch
|
---
|
|
|
$8,750,000.00
|
|
---
|
|
|
$5,000,000.00
|
|
---
|
|
|
$3,500,000.00
|
|
|||
Well Fargo Bank, National Association
|
|
$341,250,000.00
|
|
---
|
|
|
$35,000,000.00
|
|
---
|
|
---
|
|
---
|
|
||||
Wells Fargo Capital Finance Corporation Canada
|
---
|
|
|
$8,750,000.00
|
|
---
|
|
---
|
|
---
|
|
---
|
|
|||||
JPMorgan
Chase Bank,
|
|
$243,750,000.00
|
|
---
|
|
|
$25,000,000.00
|
|
---
|
|
---
|
|
---
|
|
|
1
|
|
#91162358v46
|
|
|
N.A.
|
|
|
|
|
|
|
||
JPMorgan Chase Bank, N.A., Toronto Branch
|
---
|
|
$6,250,000.00
|
---
|
---
|
---
|
---
|
|
U.S. Bank National Association
|
$243,750,000.00
|
---
|
$25,000,000.00
|
---
|
---
|
---
|
||
U.S. Bank National Association, acting through its Canada branch
|
---
|
|
$6,250,000.00
|
---
|
---
|
---
|
---
|
|
Goldman Sachs
Bank USA
|
$48,750,000.00
|
$1,250,000.00
|
$5,000,000.00
|
---
|
---
|
---
|
||
Branch Banking and Trust Company
|
$97,500,000.00
|
$2,500,000.00
|
---
|
---
|
---
|
---
|
||
BMO Harris
Financing, Inc.
|
$97,500,000.00
|
---
|
---
|
---
|
---
|
---
|
||
Bank of
Montreal
|
---
|
|
$2,500,000.00
|
---
|
---
|
---
|
---
|
|
Citizens Bank, N.A.
|
$97,500,000.00
|
$2,500,000.00
|
---
|
---
|
---
|
---
|
||
TD Bank, N.A.
|
$97,500,000.00
|
---
|
---
|
---
|
---
|
---
|
||
The Toronto- Dominion Bank
|
|
|
$2,500,000.00
|
---
|
---
|
---
|
---
|
|
Royal Bank of
Canada |
$78,000,000.00
|
$2,000,000.00
|
---
|
---
|
---
|
---
|
|
2
|
|
#91162358v46
|
|
|
Credit Suisse AG, Cayman Islands Branch
|
|
$48,750,000.00
|
|
$1,250,000.00
|
---
|
---
|
---
|
---
|
PNC Bank, National Association
|
|
$48,750,000.00
|
|
---
|
---
|
---
|
---
|
---
|
PNC Bank
Canada Branch |
---
|
|
$1,250,000.00
|
---
|
---
|
---
|
---
|
|
Capital One, National Association
|
|
$48,750,000.00
|
|
$1,250,000.00
|
---
|
---
|
|
---
|
Farm Credit
East, ACA |
|
$48,750,000.00
|
|
$1,250,000.00
|
---
|
---
|
---
|
---
|
Coöperatieve Rabobank U.A., New York Branch
|
|
$48,750,000.00
|
|
$1,250,000.00
|
---
|
---
|
---
|
---
|
City National
Bank |
|
$19,500,000.00
|
|
$500,000.00
|
---
|
---
|
---
|
---
|
Total:
|
|
$1,950,000,000.00
|
|
$50,000,000.00
|
$125,000,000.00
|
$5,000,000.00
|
$100,000,000.00
|
$3,500,000.00
|
|
3
|
|
#91162358v46
|
|
|
Fiscal 2019
|
|
Fiscal 2021
|
|
Fiscal
2023
|
|
9/1/2018
|
|
9/5/2020
|
|
9/3/2022
|
|
9/29/2018
|
|
10/3/2020
|
|
10/1/2022
|
|
10/27/2018
|
Q1
|
10/31/2020
|
Q1
|
10/29/2022
|
Q1
|
12/1/2018
|
|
12/5/2020
|
|
12/3/2022
|
|
12/29/2018
|
|
1/2/2021
|
|
12/31/2022
|
|
1/26/2019
|
Q2
|
1/30/2021
|
Q2
|
1/28/2023
|
Q2
|
3/2/2019
|
|
3/6/2021
|
|
3/4/2023
|
|
3/30/2019
|
|
4/3/2021
|
|
4/1/2023
|
|
4/27/2019
|
Q3
|
5/1/2021
|
Q3
|
4/29/2023
|
Q3
|
6/1/2019
|
|
6/5/2021
|
|
6/3/2023
|
|
6/29/2019
|
|
7/3/2021
|
|
7/1/2023
|
|
8/3/2019
|
Q4
|
7/31/2021
|
Q4
|
7/29/2023
|
Q4
|
Fiscal 2020
|
|
Fiscal 2022
|
|
Fiscal
2024
|
|
9/7/2019
|
|
9/4/2021
|
|
9/2/2023
|
|
10/5/2019
|
|
10/2/2021
|
|
9/30/2023
|
|
11/2/2019
|
Q1
|
10/30/2021
|
Q1
|
10/28/2023
|
Q1
|
12/7/2019
|
|
12/4/2021
|
|
12/2/2023
|
|
1/4/2020
|
|
1/1/2022
|
|
12/30/2023
|
|
2/1/2020
|
Q2
|
1/29/2022
|
Q2
|
1/27/2024
|
Q2
|
3/7/2020
|
|
3/5/2022
|
|
3/2/2024
|
|
4/4/2020
|
|
4/2/2022
|
|
3/30/2024
|
|
5/2/2020
|
Q3
|
4/30/2022
|
Q3
|
4/27/2024
|
Q3
|
6/6/2020
|
|
6/4/2022
|
|
6/1/2024
|
|
7/4/2020
|
|
7/2/2022
|
|
6/29/2024
|
|
8/1/2020
|
Q4
|
7/30/2022
|
Q4
|
8/2/2024
|
Q4
|
Name
|
Jurisdiction
|
Number / Class
of Authorized Shares
|
Number / Class of Issued Shares
|
Record Owner
|
Percent Ownership of
Issued Shares
|
Borrowers
|
|||||
United Natural Foods, Inc.
|
Delaware
|
Common – 100,000,000
Preferred – 5,000,000
|
Common – 50,410,808
2
Preferred – 0
|
N/A
|
N/A
|
United Natural Foods
West, Inc.
|
California
|
Common – 100,000
|
Common – 1
|
United Natural Foods, Inc.
|
100%
|
UNFI Canada, Inc.
|
Canada
|
Common – Unlimited
|
Common – 100
|
United Natural Foods, Inc.
|
100%
|
Subsidiaries
|
|||||
Albert’s Organics, Inc.
|
California
|
Voting – 99,500
Non-Voting – 500
|
Voting – 579.36
Non-Voting – 0
|
United Natural Foods, Inc.
|
100%
|
Blue Marble Brands, LLC
|
Delaware
|
N/A
|
N/A
|
United Natural Foods, Inc. (sole member)
|
100%
|
DS & DJ Realty, LLC
|
Florida
|
N/A
|
N/A
|
United Natural Foods, Inc. (sole member)
|
100%
|
Fromages De France, Inc.
|
California
|
Common – 100
|
Common – 100
|
Tony’s Fine Foods, Inc.
|
100%
|
Gourmet Guru, Inc.
|
New York
|
Common – 200
|
Common – 200
|
United Natural Foods, Inc.
|
100%
|
Natural Retail Group, Inc.
|
Delaware
|
Common – 10,000
|
Common – 1,000
|
United Natural Foods, Inc.
|
100%
|
Nor-Cal Produce, Inc.
|
California
|
Common-1,000
|
Common – 1,000
|
United Natural Foods, Inc.
|
100%
|
SCTC, LLC
|
Florida
|
N/A
|
N/A
|
United Natural Foods, Inc. (sole member)
|
100%
|
Select Nutrition, LLC
|
Delaware
|
N/A
|
N/A
|
United Natural Foods, Inc. (sole member)
|
100%
|
Tony’s Fine Foods
|
California
|
Common – 200,000
|
Common – 122,500
|
United Natural Foods
West, Inc.
|
100%
|
SUPERVALU INC.
|
Delaware
|
Common – 1,000
|
Common – 1,000
|
United Natural Foods, Inc.
|
100%
|
Tutto Pronte
|
California
|
Common – 100
|
Common – 100
|
Tony’s Fine Foods, Inc.
|
100%
|
UNFI Transport, LLC
|
Delaware
|
N/A
|
N/A
|
United Natural Foods, Inc. (sole member)
|
100%
|
United Natural Trading, LLC
|
Delaware
|
N/A
|
N/A
|
United Natural Foods, Inc. (sole member)
|
100%
|
Name
|
Jurisdiction
|
Number / Class
of Authorized Shares
|
Number / Class of Issued Shares
|
Record Owner
|
Percent Ownership of
Issued Shares
|
Direct and Indirect Subsidiaries of SUPERVALU INC.
3
|
|||||
Advantage Logistics - Southeast, Inc.
|
Alabama
|
1,000 shares of common stock, $0.01 par value
|
100 shares of common stock, $0.01 par value
|
[***]
|
100%
|
Advantage Logistics
Southwest, Inc.
|
Arizona
|
1,000 shares of common stock, no par value
|
1,000 shares of common stock, no par value
|
[***]
|
100%
|
Advantage Logistics
USA East L.L.C.
|
Delaware
|
N/A
|
100 units
(uncertificated)
|
[***]
|
100%
|
Advantage Logistics
USA West L.L.C.
|
Delaware
|
N/A
|
100 units
(uncertificated)
|
[***]
|
100%
|
American Commerce
Centers, Inc.
|
Florida
|
100,000 shares of common stock, $0.01 par value
|
*
|
[***]
|
100%
|
Arden Hills 2003 L.L.C.
|
Delaware
|
N/A
|
506 units
|
SUPERVALU INC.
|
90%
|
Associated Grocers
Acquisition Company
|
Florida
|
100,000 shares of common stock, $0.01 par value
|
*
|
[***]
|
100%
|
Associated Grocers of
Florida, Inc.
|
Florida
|
10,000 shares of common stock, $0.01 par value
|
*
|
[***]
|
100%
|
Billings Distribution
Company, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
Billings Equipment
Company, Inc.
|
Delaware
|
5,000 shares of common stock, $0.001 par value
|
1,000 shares of common stock, $0.001 par value
|
[***]
|
100%
|
Billings Operations
Company, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
Bismarck Distribution
Company, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
Bismarck Equipment
Company, Inc.
|
Delaware
|
5,000 shares of common stock, $0.001 par value
|
1,000 shares of common stock, $0.001 par value
|
[***]
|
100%
|
Bismarck Operations
Company, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
Blaine North 1996
L.L.C.
|
Delaware
|
N/A
|
137.3619 units
|
SUPERVALU INC.
|
70%
|
Blue Nile Advertising, Inc.
|
Florida
|
100,000 shares of common stock, $0.01 par value per share
|
*
|
[***]
|
100%
|
Burnsville 1998 L.L.C.
|
Delaware
|
N/A
|
363.35 units
|
SUPERVALU INC.
|
77.5%
|
Butson Enterprises of
Vermont, Inc.
|
Vermont
|
500 shares of common stock, no par value
|
300 shares of common stock, no par value
|
[***]
|
100%
|
Butson’s Enterprises of
Massachusetts, Inc.
|
Massachusetts
|
1,000 shares of common stock, no par value
|
*
|
[***]
|
100%
|
Butson’s Enterprises, Inc.
|
New Hampshire
|
7,500 shares of Class A voting stock, $1.00 par value; 7,500 shares of Class B non-voting stock, $1.00 par value
|
2,386 shares of Class A voting stock, $1.00 par value; 2,500 shares of Class B non-voting stock, $1.00 par value
|
[***]
|
100%
|
Cambridge 2006 L.L.C.
|
Delaware
|
N/A
|
1,000 units
|
SUPERVALU INC.
|
100%
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
3
|
Information for direct and indirect Subsidiaries of Supervalu is current as of August 28, 2018 and is subject to change prior to the Closing Date pursuant to the previously disclosed potential Supervalu interim reorganization.
|
Name
|
Jurisdiction
|
Number / Class
of Authorized Shares
|
Number / Class of Issued Shares
|
Record Owner
|
Percent Ownership of
Issued Shares
|
Champaign Distribution
Company, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
Champaign Equipment
Company, Inc.
|
Delaware
|
5,000 shares of common stock, $0.001 par value
|
1,000 shares of common stock, $0.001 par value
|
[***]
|
100%
|
Champaign Operations
Company, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
Champlin 2005 L.L.C.
|
Delaware
|
N/A
|
1,814.708 units
(uncertificated)
|
SUPERVALU INC.
|
100%
|
Coon Rapids 2002
L.L.C.
|
Delaware
|
N/A
|
182.2658 units
(uncertificated)
|
SUPERVALU INC.
|
64%
|
Crown Grocers, Inc.
|
California
|
100,000 shares (par value not specified)
|
*
|
[***]
|
100%
|
Cub Foods, Inc.
|
Delaware
|
5,000 shares of common stock, $0.01 par value
|
1,000 shares of common stock, $0.01 par value
|
[***]
|
100%
|
Cub Stores, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
Eagan 2008 L.L.C.
|
Delaware
|
N/A
|
166.719 units
(uncertificated)
|
SUPERVALU INC.
|
51%
|
Eagan 2014 L.L.C.
|
Delaware
|
N/A
|
536.9547 units
(uncertificated)
|
SUPERVALU INC.
|
51%
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
Eastern Region Management Corporation
|
Virginia
|
5,000 shares of stock,
$1.00 par value
|
*
|
[***]
|
100%
|
Fargo Distribution
Company, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
Fargo Equipment
Company, Inc.
|
Delaware
|
5,000 shares of common stock, $0.001 par value
|
1,000 shares of common stock, $0.001 par value
|
[***]
|
100%
|
Fargo Operations
Company, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
FF Acquisition, L.L.C.
|
Virginia
|
N/A
|
10 units
|
[***]
|
100%
|
Foodarama LLC
|
Delaware
|
N/A
|
315 units
|
[***]
|
100%
|
Forest Lake 2000 L.L.C.
|
Delaware
|
N/A
|
147.906 units
(uncertificated)
|
SUPERVALU INC.
|
65%
|
Fridley 1998 L.L.C.
|
Delaware
|
N/A
|
412.73 units
(uncertificated)
|
SUPERVALU INC.
|
82%
|
Grocers Capital
Company
|
California
|
500,000 Class A shares, no par value; 2,000,000
Class B shares, no par value; 24 Class C
shares, no par value
|
*
|
[***]
|
100%
|
Hastings 2002 L.L.C.
|
Delaware
|
N/A
|
421.5499 units
(uncertificated)
|
SUPERVALU INC.
|
51%
|
Hazelwood Distribution
Company, Inc.
|
Delaware
|
5,000 shares of common stock, $0.01 par value
|
1,000 shares of common stock, $0.01 par value
|
[***]
|
100%
|
Hazelwood Distribution
Holdings, Inc.
|
Delaware
|
5,000 shares of common stock, $0.01 par value
|
1,000 shares of common stock, $0.01 par value
|
[***]
|
100%
|
Hazelwood Equipment
Company, Inc.
|
Delaware
|
5,000 shares of common stock, $0.001 par value
|
1,000 shares of common stock, $0.001 par value
|
[***]
|
100%
|
Hazelwood Wholesale
Company, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
Name
|
Jurisdiction
|
Number / Class
of Authorized Shares
|
Number / Class of Issued Shares
|
Record Owner
|
Percent Ownership of
Issued Shares
|
Hopkins Distribution
Company, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
Hopkins Equipment
Company, Inc.
|
Delaware
|
5,000 shares of common stock, $0.001 par value
|
1,000 shares of common stock, $0.001 par value
|
[***]
|
100%
|
Hopkins Operations
Company, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
Hornbacher’s, Inc.
|
Delaware
|
5,000 shares of common stock, $0.001 par value
|
120 shares of common stock, $0.001 par value
|
[***]
|
100%
|
International Distributors Grand Bahama Limited
|
Bahamas
|
5,000 shares, $1.00 each
|
4,999 shares, $1.00 each
|
[***]
|
99.98%
|
Inver Grove Heights
2001 L.L.C.
|
Delaware
|
N/A
|
375.03 units
|
SUPERVALU INC.
|
100%
|
Keatherly, Inc.
|
New
Hampshire
|
300 shares of common stock, no par value; 300 shares of Class common stock, no par value
|
*
|
[***]
|
100%
|
Keltsch Bros., Inc.
|
Indiana
|
*
|
1,000 shares of common stock, $1.00 par value
|
[***]
|
100%
|
Lakeville 2014 L.L.C.
|
Delaware
|
N/A
|
273.8863 units
(uncertificated)
|
SUPERVALU INC.
|
51%
|
Maplewood East 1996
L.L.C.
|
Delaware
|
N/A
|
667 units
|
SUPERVALU INC.
|
100%
|
Market Company, Ltd.
|
Bermuda
|
12,000 shares, $1.00 par value
|
12,000 shares, $1.00 par value
|
[***]
|
100%
|
Market Improvement
Company
|
Florida
|
3,000 shares of Class A common stock, $100 par value; 7,000 shares of Class B common stock,
$100 par value
|
*
|
[***]
|
100%
|
Monticello 1998 L.L.C.
|
Delaware
|
N/A
|
449.2737 units
(uncertificated)
|
SUPERVALU INC.
|
90%
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
NC&T Supermarkets, Inc.
|
Ohio
|
750 shares of common stock, no par value
|
100 shares of common stock, no par value
|
[***]
|
100%
|
Nevada Bond
Investment Corp. I
|
Nevada
|
1,000 shares of common stock, $0.01 par value
|
*
|
[***]
|
100%
|
Northfield 2002 L.L.C.
|
Delaware
|
N/A
|
362.4074 units
(uncertificated)
|
SUPERVALU INC.
|
51%
|
Oglesby Distribution
Company, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
Oglesby Equipment
Company, Inc.
|
Delaware
|
5,000 shares of common stock, $0.001 par value
|
1,000 shares of common stock, $0.001 par value
|
[***]
|
100%
|
Oglesby Operations
Company, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
Plymouth 1998 L.L.C.
|
Delaware
|
N/A
|
279.90 units
(uncertificated)
|
SUPERVALU INC.
|
62.5%
|
Savage 2002 L.L.C.
|
Delaware
|
N/A
|
113.2856 units
(uncertificated)
|
SUPERVALU INC.
|
51%
|
SFW Holding Corp.
|
Delaware
|
1,000 shares of common stock, $0.01 par value
|
500 shares of common stock, $0.01 par value
|
[***]
|
100%
|
Name
|
Jurisdiction
|
Number / Class
of Authorized Shares
|
Number / Class of Issued Shares
|
Record Owner
|
Percent Ownership of
Issued Shares
|
Shop ‘N Save East
Prop, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
Shop ‘N Save East, LLC
|
Delaware
|
N/A
|
10,199,000 units
|
[***]
|
100%
|
Shop ‘N Save Prop, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
Shop ‘N Save St. Louis, Inc.
|
Missouri
|
1,000 shares of common stock, no par value
|
1,000 shares of common stock, no par value
|
[***]
|
100%
|
Shop ‘N Save
Warehouse Foods, Inc.
|
Missouri
|
3,000 shares of common stock, $10.00 par value
|
100 shares of common stock, $10.00 par value
|
[***]
|
100%
|
Shoppers Food
Warehouse Corp.
|
Ohio
|
25,000 shares of Class A non-voting common stock, $5.00 par value;
25,000 shares of Class
B voting common stock,
$5.00 par value
|
10,000 shares of Class
B voting common stock,
$5.00 par value
|
[***]
|
100%
|
Shorewood 2001 L.L.C.
|
Delaware
|
N/A
|
415 units
(uncertificated)
|
SUPERVALU INC.
|
83%
|
Silver Lake 1996 L.L.C.
|
Delaware
|
N/A
|
66.827748 units
(uncertificated)
|
SUPERVALU INC.
|
51%
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
Stevens Point Distribution Company, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
Stevens Point Equipment Company, Inc.
|
Delaware
|
5,000 shares of common stock, $0.001 par value
|
1,000 shares of common stock, $0.001 par value
|
[***]
|
100%
|
Stevens Point Operations Company, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
Sunflower Markets, LLC
|
Delaware
|
N/A
|
100 units
(uncertificated)
|
[***]
|
100%
|
Super Rite Foods Equipment Company, Inc.
|
Delaware
|
5,000 shares of common stock, $0.001 par value
|
1,000 shares of common stock, $0.001 par value
|
[***]
|
100%
|
Super Rite Foods Operations Company, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
Super Rite Foods, Inc.
|
Delaware
|
3,000 shares of common stock, no par value
|
1,000 shares of common stock, $0.01 par value
|
[***]
|
100%
|
SUPERVALU Enterprise Services, Inc.
|
Delaware
|
5,000 shares of common stock, $0.001 par value
|
1,000 shares of common stock, $0.001 par value
|
[***]
|
100%
|
SUPERVALU Enterprises, Inc.
|
Delaware
|
57,142,857 shares of common stock, $0.01 par value; 1,000,000
shares of preferred stock
|
1,000 shares of common stock, $0.01 par value
|
SUPERVALU INC.
|
100%
|
SUPERVALU Gold, LLC
|
Delaware
|
N/A
|
100 units
(uncertificated)
|
SUPERVALU INC.
|
100%
|
SUPERVALU Holdco, Inc.
|
Delaware
|
5,000 shares of common stock, $0.001 par value
|
1,000 shares of common stock, $0.001 par value
|
[***]
|
100%
|
SUPERVALU Holdings Equipment Company, Inc.
|
Delaware
|
5,000 shares of common stock $0.001 par value
|
1,000 shares of common stock, $0.001 par value
|
[***]
|
100%
|
Name
|
Jurisdiction
|
Number / Class
of Authorized Shares
|
Number / Class of Issued Shares
|
Record Owner
|
Percent Ownership of
Issued Shares
|
SUPERVALU Holdings Operations Company, Inc.
|
Delaware
|
5,000 shares of common stock $0.001 par value
|
1,000 shares of common stock, $0.001 par value
|
[***]
|
100%
|
SUPERVALU Holdings PA Equipment Company, Inc.
|
Delaware
|
5,000 shares of common stock $0.001 par value
|
1,000 shares of common stock, $0.001 par value
|
[***]
|
100%
|
SUPERVALU Holdings PA Operations Company, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
SUPERVALU Holdings, Inc.
|
Missouri
|
100,000 shares of common stock, $0.01 par value
|
1,001.5 shares of common stock, $0.01 par value
|
[***]
|
100%
|
SUPERVALU Holdings
- PA LLC
|
Pennsylvania
|
N/A
|
10 units
|
[***]
|
100%
|
SUPERVALU India, Inc.
|
Minnesota
|
1,000 shares of common stock, no par value
|
1,000 shares of common stock, no par value
|
[***]
|
100%
|
SUPERVALU Licensing, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
SUPERVALU Merger
Sub, Inc.
|
Delaware
|
5,000 shares of common stock, $0.001 par value
|
1,000 shares of common stock, $0.001 par value
|
SUPERVALU Enterprises, Inc.
|
100%
|
SUPERVALU Penn Equipment Company, Inc.
|
Delaware
|
5,000 shares of common stock $0.001 par value
|
1,000 shares of common stock, $0.001 par value
|
[***]
|
100%
|
SUPERVALU Penn Operations Company, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
SUPERVALU Penn, LLC
|
Pennsylvania
|
N/A
|
1,000 units
|
[***]
|
100%
|
SUPERVALU Pharmacies, Inc.
|
Minnesota
|
10,000 shares of common stock, $0.01 par value
|
*
|
[***]
|
100%
|
SUPERVALU Receivables Funding Corporation
|
Delaware
|
1,000 shares of common stock $10.00 par value
|
*
|
[***]
|
100%
|
SUPERVALU Services
USA, Inc.
|
Minnesota
|
1,000 shares of common stock, no par value
|
1,000 shares of common stock, no par value
|
[***]
|
100%
|
SUPERVALU Transportation, Inc.
|
Minnesota
|
25,000 shares of common stock, $0.01 par value
|
1,000 shares of common stock, $0.01 par value
|
[***]
|
100%
|
SUPERVALU TTSJ, LLC
|
Delaware
|
N/A
|
100 units
|
[***]
|
100%
|
SUPERVALU WA, L.L.C.
|
Delaware
|
N/A
|
100 units
|
[***]
|
100%
|
SUPERVALU Wholesale Equipment Company, Inc.
|
Delaware
|
5,000 shares of common stock, $0.001 par value
|
1,000 shares of common stock, $0.001 par value
|
[***]
|
100%
|
SUPERVALU Wholesale Holdings, Inc.
|
Delaware
|
5,000 shares of common stock, $0.001 par value
|
1,000 shares of common stock, $0.001 par value
|
[***]
|
100%
|
SUPERVALU Wholesale Operations, Inc.
|
Delaware
|
5,000 shares of common stock, $0.001 par value
|
1,000 shares of common stock, $0.001 par value
|
[***]
|
100%
|
SUPERVALU Wholesale, Inc.
|
Delaware
|
5,000 shares of common stock, $0.001 par value
|
1,000 shares of common stock, $0.001 par value
|
[***]
|
100%
|
Name
|
Jurisdiction
|
Number / Class
of Authorized Shares
|
Number / Class of Issued Shares
|
Record Owner
|
Percent Ownership of
Issued Shares
|
SV Markets, Inc.
|
Ohio
|
1,000 shares of common stock, no par value
|
*
|
[***]
|
100%
|
SVU Legacy, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
TC Michigan LLC
|
Michigan
|
N/A
|
*
|
[***]
|
100%
|
TTSJ Aviation, Inc.
|
Delaware
|
1,000 shares of common stock, $0.001 par value
|
100 shares of common stock, $0.001 par value
|
[***]
|
100%
|
Ultra Foods, Inc.
|
New Jersey
|
1,000 shares of common stock, $1.00 par value
|
1,000 shares of common stock, $1.00 par value
|
[***]
|
100%
|
Unified Grocers, Inc.
|
California
|
500,000 Class A shares, no par value; 2,000,000
Class B shares, no par value; 24 Class C
shares, no par value
|
*
|
SUPERVALU INC.
|
100%
|
Unified International, Inc.
|
Delaware
|
3,000 shares of common stock, $1.00 par value
|
*
|
Unified Grocers, Inc.
|
100%
|
W. Newell & Co. Distribution Company, LLC
|
Delaware
|
N/A
|
1,000 units
|
[***]
|
100%
|
W. Newell & Co. Equipment Company, Inc.
|
Delaware
|
5,000 shares of common stock, $0.001 par value
|
1,000 shares of common stock, $0.001 par value
|
[***]
|
100%
|
W. Newell & Co., LLC
|
Delaware
|
N/A
|
100 units
(uncertificated)
|
[***]
|
100%
|
Wetterau Insurance Co. Ltd.
|
Bermuda
|
*
|
*
|
[***]
|
100%
|
WSI Satellite, Inc.
|
Missouri
|
30,000 shares of common stock, $1.00 par value
|
*
|
[***]
|
100%
|
2.
|
All agreements binding on holders of Equity Interests of Borrowers and Subsidiaries with respect to such Equity Interests are as follows:
|
•
|
Limited Liability Company Agreement of Blaine North 1996 L.L.C., dated as of July 29, 1996, by and among Company,
[***]
and
[***]
|
•
|
Limited Liability Company Agreement of Bloomington 1998 LLC, dated as of October 23, 1998, by and between Company and
[***]
|
•
|
Limited Liability Company Agreement of Burnsville 1998 LLC, dated as of October 23, 1998, by and among Company,
[***]
,
[***]
,
[***]
, and
[***]
|
•
|
Limited Liability Company Agreement of Coon Rapids 2002 LLC, dated as of May 22, 2002, by and between Company and
[***]
|
•
|
Amended and Restated Limited Liability Company Agreement of Eagan 2008 LLC, dated as of July 14, 2014, by and between Company and
[***]
|
•
|
Amended and Restated Limited Liability Company Agreement of Eagan 2014 LLC, dated as of July 14, 2014, by and between Company and
[***]
|
•
|
Limited Liability Company Agreement of Forest Lake 2001 LLC, dated as of June 2001, by and between Company and
[***]
|
•
|
Limited Liability Company Agreement of Fridley 1998 LLC, dated as of October 23, 1998, by and between Company and
[***]
|
•
|
Limited Liability Company Agreement of Hastings 2002 LLC, dated as of May 16, 2002, by and between Company and
[***]
|
•
|
Amended and Restated Limited Liability Company Agreement of Lakeville 2014 LLC, dated as of July 14, 2014, by and between Company and
[***]
|
•
|
Limited Liability Company Agreement of Monticello 1998 LLC, dated as of December 4, 1998, by and among Company,
[***]
and
[***]
|
•
|
Limited Liability Company Agreement of Northfield 2002 LLC, dated as of March 7, 2002, by and between Company and
[***]
|
•
|
Limited Liability Company Agreement of Plymouth 1998 LLC, dated as of October 23, 1998, by and between Company,
[***]
,
[***]
,
[***]
,
[***]
and
[***]
|
•
|
Amended and Restated Limited Liability Company Agreement of Savage 2002 LLC, dated as of July 14, 2014, by and between Company and
[***]
|
•
|
Amended and Restated Limited Liability Company Agreement of Shakopee 1997 LLC, dated as of July 14, 2014, by and between Company and R
[***]
|
•
|
Limited Liability Company Agreement of Shorewood 2001 LLC, dated as of January 17, 2003, by and between Company and
[***]
|
•
|
Limited Liability Company Agreement of Silver Lake 1996 LLC, dated as of April 12, 1996, by and between Company and
[***]
|
3.
|
In the five years preceding the Closing Date, no Borrower or Subsidiary has acquired all or substantially all of the assets of any other Person nor been the surviving entity in a merger, amalgamation or combination, except:
|
•
|
In March 2016, Albert’s Organics, Inc., acquired certain assets of Global Organic/Specialty Source, Inc., GO Transportation, LLC and Gulfcoast Cold Storage, LLC.
|
•
|
In August 2015, Peoples Market, Incorporated, a New Hampshire corporation, was dissolved following the liquidation of any of its remaining assets into
[***]
.
|
•
|
In February 2015, FF Construction LLC, a Virginia limited liability company, dissolved after the liquidation of any of its remaining assets into
[***]
.
|
•
|
In February 2015, the following entities were dissolved after their assets were dissolved after the liquidation of any remaining assets of such entities into
[***]
: (a) Foodarama, Inc., a Maryland corporation; (b) Food-A-Rama-G.U., Inc., a Maryland corporation; and (c) Foodarama Group, Inc., a Maryland corporation.
|
•
|
In February 2015, SFW Licensing Corp., a Delaware corporation, dissolved after the liquidation of any of its remaining assets into
[***]
.
|
•
|
In February 2015, Richfood Holdings, Inc., a Delaware corporation (“
RHI
”), merged with and into Supervalu with Supervalu as the surviving entity. Prior to such merger, Market Funding, Inc., a Delaware corporation, was dissolved after the liquidation of any of its remaining assets into
[***]
.
|
•
|
In February 2015, the following entities Supervalu dissolved after the liquidation of any remaining assets of such entities into
[***]
: (a) SUPERVALU Finance, Inc., a Minnesota corporation; (b) SUPERVALU Receivables, Inc., a Delaware corporation; and (c) Valu Ventures, Inc., a Minnesota corporation.
|
•
|
In June 2015, Supermarket Operators of America, Inc., a Delaware corporation, merged with and into Supervalu with Supervalu as the surviving entity.
|
•
|
In June 2016, Planmark Architecture of Oregon, P.C., an Oregon professional corporation, was dissolved following the liquidation of any of its remaining assets into
[***]
.
|
•
|
In June 2016, Valu Ventures 2, Inc., an Indiana corporation (“
VV2
”), was dissolved following the liquidation of any its remaining assets into
[***]
, in August 2015, SUPERVALU Terre Haute Limited Partnership, an Indiana limited partnership, was dissolved following the liquidation of any of its remaining assets into
[***]
.
|
•
|
In February 2017, Advantage Logistics USA, Inc., a Delaware corporation, merged with and into Supervalu with Supervalu surviving.
|
•
|
In June 2017, Supervalu acquired Unified Grocers, Inc., a California corporation (“
UG
”), upon the merger of West Acquisition Corporation, a California corporation and then wholly-owned subsidiary of Supervalu, with and into UG with UG as the surviving entity.
|
•
|
In August 2017, the following entities were dissolved after liquidation of any remaining assets of such entities into
[***]
: (a) Planmark, Inc. and (b) Risk
|
•
|
In December 2017, Supervalu acquired Associated Grocers of Florida, Inc., a Florida corporation (“
AGF
”), upon the merger of Gator Merger Sub Inc., a Florida corporation and then wholly-owned subsidiary of Supervalu, with and into AGF with AGF as the surviving entity.
|
•
|
In March 2018, SUPERVALU Management Corp., a Delaware corporation, dissolved following the liquidation of its assets into
[***]
.
|
•
|
In February 2015, SV Ventures, an Indiana general partnership, dissolved following the liquidation of fifty percent (50%) of any of its assets to each of
|
•
|
In August 2015, R&M Kensoha LLC, a Delaware limited liability company, was dissolved following the liquidation of any of its remaining assets into
[***]
.
|
•
|
In October 2015, SVH Holding, Inc., a Delaware corporation, merged with and into SV Holdings with SV Holdings surviving.
|
•
|
In October 2015, SVH Realty, Inc., a Delaware corporation, merged with and into SV Holdings with SV Holdings surviving.
|
•
|
In June 2016, the following entities were dissolved after liquidation of any remaining assets of such entities into
[***]
: Advantage Logistics-PA LLC, a Pennsylvania limited liability company; (b) Livonia Holding Company, Inc., a Michigan corporation; and (c) WC&V Supermarkets, Inc., a Vermont corporation.
|
•
|
In December 2016, Wetterau Finance Co., a Missouri corporation, was merged with and into SV Holdings with SV Holdings as the surviving entity.
|
•
|
In March 2018, the following entities were dissolved after liquidation of any remaining assets of such entities into
[***]
: (a) Hornbacher’s Pharmacies, Inc., a Delaware corporation; and (b) Shop ‘N Save Pharmacies, Inc., a Delaware corporation.
|
•
|
In June 2018, SUPERVALU TTSJ, Inc., a Delaware corporation, converted into a Delaware limited liability company pursuant to the laws of the State of Delaware.
|
•
|
In February 2015, Richfood, Inc., a Virginia corporation (“
RFI
”), merged with and into Super Rite Foods, Inc., a Delaware corporation (“
SRF
”), with SRF as the surviving entity (the “
RFI Merger
”).
|
•
|
In February 2015, prior to the RFI Merger, the following entities were dissolved after the liquidation of any remaining assets of such entities into
[***]
: (a) Rich-Temps, Inc., a Virginia corporation; (b) Market Insurance Agency, Inc., a Virginia corporation; and (c) Market Improvement Corporation, a Virginia corporation.
|
•
|
In February 2015, following the RFI Merger, Market Brands, Inc., a Delaware corporation, dissolved following the liquidation of any of its remaining assets into
[***]
.
|
•
|
In February 2015, following the RFI Merger, Richfood Procurement, L.L.C., a Virginia limited liability company, merged with and into SRF with SRF as the surviving entity.
|
•
|
In June 2015, the following entities were dissolved after the liquidation of any remaining assets of such entities into
[***]
: (a) Discount Books, Inc., a Delaware corporation; (b) G.W.M. Holdings, Inc., a Virginia corporation;
|
•
|
In September 2013, UNFI acquired all of the equity interest of Trudeau Foods, LLC (“
Trudeau Foods
”) from Trudeau Holdings, LLC, a portfolio company of Arbor Investments II, LP. In June 2015, Trudeau Foods was dissolved into UNFI.
|
•
|
In March 2016, UNFI acquired all the outstanding stock of Nor-Cal Produce, Inc. and an affiliated entity Achondo Transportation, Inc. (“
ATI
”) along with substantially all the assets of Achondo Properties Limited Partnership, an affiliated entity.
|
•
|
In August 2016, UNFI acquired all of the equity interest of Haddon House Food Products, Inc., (“
Haddon House
”) along with its subsidiaries SCTC, LLC and DS & DJ Realty, LLC. In December 2016, Haddon House was dissolved into UNFI.
|
•
|
In August 2016, Springfield Development, LLC was liquidated into UNFI.
|
•
|
In January 2017, Organic Food, LLC liquidated into UNFI Inc.
|
•
|
In May 2014, UNFW acquired all of the stock of Tony’s Fine Foods and their wholly owned subsidiaries Tutto Pronte and Fromages De France (both dormant), a leading distributor of perishable food products.
|
•
|
In July 2015, United Natural Transportation Inc. was merged into UNFW.
|
•
|
In February 2016, UNFI Transport, LLC was formed as a transportation company for UNFI.
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
SUPERVALU Licensing, LLC
|
1 2 3 4 FOR THE COMMUNITY
|
Registered
|
Sep-12-2008
|
77568464
|
May-26-2009
|
3626212
|
USA
|
SUPERVALU Licensing, LLC
|
A FRESH TAKE ON VALUE
|
Registered
|
Jan-6-2016
|
86867130
|
Apr-4-2017
|
5177545
|
USA
|
SUPERVALU Licensing, LLC
|
A SMART CHOICE FOR SAVINGS. DOLLAR SMART
|
Registered
|
Apr-30-2003
|
78243633
|
Sep-20-2005
|
2996944
|
USA
|
SUPERVALU Licensing, LLC
|
A TRADITION OF FRESH THINKING
|
Registered
|
Aug-23-2005
|
TMA738,288
|
Apr-17-2009
|
TMA738,288
|
Canada
|
Unified Grocers, Inc.
|
A WORLD OF DIFFERENCE
|
Registered
|
Jan-14-2014
|
86165521
|
Mar-29-2016
|
4927982
|
USA
|
SUPERVALU Licensing, LLC
|
ARCTIC SHORES SEAFOOD COMPANY
|
Registered
|
Dec-12-2011
|
85492518
|
Aug-7-2012
|
4185858
|
USA
|
SUPERVALU Licensing, LLC
|
ARCTIC SHORES SEAFOOD COMPANY
|
Registered
|
Jun-26-2006
|
78916558
|
Feb-19-2008
|
3386833
|
USA
|
SUPERVALU Licensing, LLC
|
AWESOME
|
Registered
|
Jan-2-2001
|
76191790
|
Jun-4-2002
|
2576742
|
USA
|
Unified Grocers, Inc.
|
B.I.G. BETTER
INDEPENDENT GROCERS
|
Registered
|
Jun-10-1983
|
16737
|
Jun-10-1983
|
16737
|
California
|
Unified Grocers, Inc.
|
B.I.G. BETTER
INDEPENDENT GROCERS
|
Registered
|
Oct-14-2016
|
121616
|
Oct-14-2016
|
121616
|
California
|
SUPERVALU Licensing, LLC
|
BABY BASICS
|
Registered
|
Apr-3-1995
|
74655402
|
Mar-17-1998
|
2144905
|
USA
|
SUPERVALU Licensing, LLC
|
BASICS FOR KIDS
|
Registered
|
Sep-28-2006
|
77009937
|
Aug-28-2007
|
3284349
|
USA
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
SUPERVALU Licensing, LLC
|
BASICS FOR KIDS
|
Registered
|
Sep-28-2006
|
77009933
|
Aug-4-2009
|
3662314
|
USA
|
SUPERVALU Licensing, LLC
|
BASICS FOR KIDS
|
Registered
|
Nov-28-2007
|
77339460
|
Dec-16-2008
|
3546072
|
USA
|
SUPERVALU Licensing, LLC
|
BEEF SPOKEN HERE
|
Registered
|
Jan-16-2009
|
77651039
|
Sep-29-2009
|
3690577
|
USA
|
SUPERVALU Licensing, LLC
|
BUILDING ACTIVE RECOGNIZABLE SERVICE
|
Registered
|
Feb-9-1994
|
74488345
|
Apr-18-1995
|
1890123
|
USA
|
SUPERVALU Licensing, LLC
|
CARLITA
|
Registered
|
Nov-4-2003
|
78322603
|
Mar-24-2009
|
3596476
|
USA
|
SUPERVALU Licensing, LLC
|
CHATTANOOGA CHICKEN
|
Registered
|
Jul-17-2003
|
78275369
|
Feb-8-2005
|
2925006
|
USA
|
SUPERVALU Licensing, LLC
|
CHILL-A WHOLE NEW WAY!
|
Registered
|
Jul-14-2003
|
78273659
|
Nov-9-2004
|
2901673
|
USA
|
SUPERVALU Licensing, LLC
|
CLEAR EXCELLENCE
|
Registered
|
Apr-25-1997
|
75281481
|
Mar-10-1998
|
2142810
|
USA
|
SUPERVALU Licensing, LLC
|
COLOSSAL DONUTS
|
Registered
|
Mar-28-2005
|
76634444
|
Mar-21-2006
|
3069978
|
USA
|
Unified Grocers, Inc.
|
COTTAGE HEARTH
|
Registered
|
Nov-1-1993
|
74452858
|
Sep-20-1994
|
1854786
|
USA
|
SUPERVALU Licensing, LLC
|
COUNTRY STORE
|
Registered
|
Aug-14-2002
|
76440834
|
Apr-20-2004
|
2833752
|
USA
|
SUPERVALU Licensing, LLC
|
COUNTY MARKET
|
Registered
|
Jul-27-1981
|
73320866
|
Apr-17-1984
|
1274441
|
USA
|
SUPERVALU Licensing, LLC
|
COUNTY MARKET
|
Registered
|
Jul-27-1981
|
73320865
|
Apr-3-1984
|
1272976
|
USA
|
SUPERVALU Licensing, LLC
|
COUNTY MARKET
|
Registered
|
Jun-5-1981
|
73313421
|
Jun-19-1984
|
1282825
|
USA
|
SUPERVALU Licensing, LLC
|
COUNTY MARKET
|
Registered
|
Mar-19-1981
|
73301808
|
Aug-10-1982
|
1204794
|
USA
|
SUPERVALU Licensing, LLC
|
COUNTY MARKET
|
Registered
|
Jan-24-2006
|
78797759
|
Oct-17-2006
|
3158766
|
USA
|
SUPERVALU Licensing, LLC
|
COUNTY MARKET
|
Registered
|
Aug-20-2003
|
76541214
|
Aug-3-2004
|
2869022
|
USA
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
SUPERVALU Licensing, LLC
|
COUNTY MARKET
|
Registered
|
Nov-5-2013
|
86110206
|
Jul-1-2014
|
4559698
|
USA
|
SUPERVALU Licensing, LLC
|
COUNTY MARKET EXPRESS
|
Registered
|
May-27-2004
|
78426383
|
Aug-9-2005
|
2983260
|
USA
|
SUPERVALU Licensing, LLC
|
COUNTY MARKET PHARMACY
|
Registered
|
Sep-10-2007
|
77275565
|
Apr-29-2008
|
3418110
|
USA
|
SUPERVALU Licensing, LLC
|
COUNTYMARKET WE VALUE FRESH · WE VALUE FAMILY WE V
|
Registered
|
Dec-14-2005
|
78773448
|
Apr-3-2007
|
3224488
|
USA
|
SUPERVALU Holdings, Inc.
|
CRESTWOOD BAKERY
|
Registered
|
Jul-18-2001
|
76286974
|
Mar-12-2002
|
2547355
|
USA
|
SUPERVALU Holdings, Inc.
|
CRESTWOOD BAKERY
|
Registered
|
May-14-2002
|
76412256
|
Mar-4-2003
|
2693083
|
USA
|
SUPERVALU Holdings, Inc.
|
CRESTWOOD BAKERY
|
Registered
|
Sep-9-2004
|
78480726
|
Nov-15-2005
|
3015456
|
USA
|
SUPERVALU INC.
|
CUB
|
Registered
|
Sep-14-1981
|
73327957
|
Jul-12-1983
|
1245543
|
USA
|
SUPERVALU INC.
|
CUB
|
Registered
|
Jul-30-2003
|
78280644
|
Sep-14-2004
|
2884303
|
USA
|
SUPERVALU INC.
|
CUB
|
Registered
|
Sep-14-1981
|
73327958
|
Jul-12-1983
|
1245515
|
USA
|
SUPERVALU INC.
|
CUB
|
Registered
|
Mar-15-1977
|
73119200
|
Nov-22-1977
|
1078153
|
USA
|
SUPERVALU INC.
|
CUB DISCOUNT LIQUOR
|
Registered
|
Jun-7-2002
|
76418275
|
Sep-9-2003
|
2762718
|
USA
|
SUPERVALU INC.
|
CUB FOODS
|
Registered
|
Mar-15-1977
|
73119207
|
Jan-17-1978
|
1082984
|
USA
|
SUPERVALU INC.
|
CUB KINDNESS
|
Pending
|
Apr-7-2017
|
87403476
|
|
|
USA
|
SUPERVALU INC.
|
CUB PHARMACY
|
Registered
|
Nov-25-2002
|
78188657
|
Mar-9-2004
|
2821196
|
USA
|
SUPERVALU INC.
|
CUB. FOR YOU LIFE
|
Registered
|
Apr-6-2018
|
1009778100034
|
Apr-6-2018
|
100977810003 4
|
Minnesota
|
SUPERVALU INC.
|
CUB’S BIG YUMMY
MUFFIN
|
Registered
|
Sep-24-2003
|
78304847
|
Nov-23-2004
|
2905017
|
USA
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
SUPERVALU Licensing, LLC
|
CULINARY CIRCLE
|
Registered
|
Apr-9-2008
|
77443676
|
Dec-8-2009
|
3723156
|
USA
|
SUPERVALU Licensing, LLC
|
CULINARY CIRCLE
|
Registered
|
Nov-30-2016
|
87252617
|
Oct-3-2017
|
5303359
|
USA
|
SUPERVALU Licensing, LLC
|
CULINARY CIRCLE
|
Pending
|
Apr-13-2018
|
2018/0027295
|
|
|
Colombia
|
SUPERVALU Licensing, LLC
|
CULINARY CIRCLE
|
Pending
|
Jan-18-2018
|
2643/2018
|
|
|
Honduras
|
SUPERVALU Licensing, LLC
|
CULINARY CIRCLE
|
Pending
|
Jan-9-2018
|
87748519
|
|
|
USA
|
SUPERVALU Licensing, LLC
|
CULINARY CIRCLE
|
Pending
|
Jan-17-2018
|
2018-2242
|
|
|
Dominican Republic
|
SUPERVALU Licensing, LLC
|
CULINARY CIRCLE
|
Pending
|
Feb-7-2018
|
263968-01
|
|
|
Panama
|
SUPERVALU Licensing, LLC
|
CULINARY CIRCLE FOOD LOVER’S FOOD
|
Registered
|
May-30-2008
|
77487463
|
Apr-28-2009
|
3613669
|
USA
|
SUPERVALU Licensing, LLC
|
EQUALINE
|
Registered
|
Mar-5-2004
|
78379410
|
Nov-28-2006
|
3177770
|
USA
|
SUPERVALU Licensing, LLC
|
ESSENTIAL 9.5
|
Pending
|
May-15-2018
|
87922087
|
|
|
USA
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Sep-6-2011
|
85416015
|
Apr-23-2013
|
4325174
|
USA
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Oct-29-2010
|
85165277
|
Jan-1-2013
|
4268741
|
USA
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Jan-4-2018
|
148/2018
|
|
|
Honduras
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Nov-18-2014
|
86457152
|
May-26-2015
|
4743723
|
USA
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-16-2012
|
10426015
|
Jun-21-2013
|
10426015
|
China
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-16-2012
|
10426017
|
May-14-2013
|
10426017
|
China
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-17-2017
|
2017-0001478
|
|
|
Costa Rica
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-1-2017
|
2017000868
|
|
|
Guatemala
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-1-2017
|
2017000869
|
|
|
Guatemala
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-1-2017
|
2017008070
|
|
|
Guatemala
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-1-2017
|
2017000871
|
|
|
Guatemala
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-1-2017
|
2017000872
|
|
|
Guatemala
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-1-2017
|
2017000873
|
|
|
Guatemala
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-1-2017
|
2017000874
|
|
|
Guatemala
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-2-2017
|
2017000912
|
|
|
Guatemala
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-16-2012
|
10426011
|
Jun-7-2013
|
10426011
|
China
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Oct-29-2010
|
85977016
|
Aug-28-2012
|
4200134
|
USA
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-16-2012
|
10426016
|
Mar-21-2013
|
10426016
|
China
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-16-2012
|
10426182
|
Mar-28-2013
|
10426182
|
China
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-16-2012
|
10426183
|
Mar-21-2013
|
10426183
|
China
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-16-2012
|
10426185
|
Mar-21-2013
|
10426185
|
China
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-16-2012
|
10426186
|
Mar-21-2013
|
10426186
|
China
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-16-2012
|
10426187
|
Mar-21-2013
|
10426187
|
China
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-16-2012
|
10426188
|
Mar-21-2013
|
10426188
|
China
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-16-2012
|
10426191
|
Mar-21-2013
|
10426191
|
China
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-20-2012
|
10445522
|
Mar-28-2013
|
10445522
|
China
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-16-2012
|
10426012
|
Mar-21-2013
|
10426012
|
China
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-16-2012
|
10426014
|
Mar-21-2013
|
10426014
|
China
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-16-2012
|
10426184
|
Apr-21-2013
|
10426184
|
China
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-16-2012
|
10426190
|
Apr-21-2013
|
10426190
|
China
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-16-2012
|
10426008
|
Apr-28-2013
|
10426008
|
China
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-16-2012
|
10426009
|
Apr-28-2013
|
10426009
|
China
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-16-2012
|
10426010
|
Apr-28-2013
|
10426010
|
China
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-16-2012
|
10426013
|
Apr-28-2013
|
10426013
|
China
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-20-2012
|
10445523
|
Mar-28-2013
|
10445523
|
China
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Jan-16-2012
|
10426189
|
Mar-21-2013
|
10426189
|
China
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Feb-2-2017
|
1348340
|
Feb-6-2017
|
1348340
|
WIPO
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Feb-6-2017
|
1348340
|
Feb-6-2017
|
134830
|
Australia
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Jan-31-2017
|
87319498
|
|
|
USA
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Apr-27-2017
|
304123205
|
|
|
Hong Kong
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-17-2017
|
256430-01
|
|
|
Panama
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-17-2017
|
256428-01
|
|
|
Panama
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
|
256425-01
|
|
|
Panama
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-17-2017
|
256424-01
|
|
|
Panama
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-17-2017
|
256423-01
|
|
|
Panama
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-17-2017
|
256422-01
|
|
|
Panama
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-17-2017
|
256421-01
|
|
|
Panama
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-17-2017
|
256420-01
|
|
|
Panama
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-23-2017
|
DID2017008632
|
|
|
Indonesia
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-23-2017
|
DID2017008633
|
|
|
Indonesia
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-23-2017
|
DID2017008634
|
|
|
Indonesia
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-23-2017
|
DID2017008635
|
|
|
Indonesia
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-23-2017
|
DID2017008636
|
|
|
Indonesia
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-23-2017
|
DID2017008644
|
|
|
Indonesia
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-23-2017
|
DID2017008645
|
|
|
Indonesia
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-23-2017
|
DID2017008646
|
|
|
Indonesia
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-10-2017
|
2017052182
|
|
|
Malaysia
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-10-2017
|
2017052162
|
|
|
Malaysia
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-10-2017
|
2017052160
|
|
|
Malaysia
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-10-2017
|
2017052157
|
|
|
Malaysia
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-10-2017
|
2017052152
|
|
|
Malaysia
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-10-2017
|
2017052147
|
|
|
Malaysia
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-10-2017
|
2017052142
|
|
|
Malaysia
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-10-2017
|
2017052140
|
|
|
Malaysia
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Dec-28-2017
|
2017-48391
|
|
|
Dominican Republic
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Feb-3-2017
|
1240848
|
Feb-3-2017
|
1240848
|
Chile
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-6-2017
|
1348340
|
|
|
Republic of Korea (South)
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-6-2017
|
1348340
|
|
|
Singapore
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-2-2017
|
2017-000912
|
|
|
Guatemala
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Registered
|
Feb-6-2017
|
1348340
|
Feb-6-2017
|
1348340
|
Colombia
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-6-2017
|
1348340
|
|
|
New Zealand
|
SUPERVALU Licensing, LLC
|
ESSENTIAL EVERYDAY
|
Pending
|
Feb-6-2017
|
1348340
|
|
|
Philippines
|
SUPERVALU Holdings, Inc.
|
F
|
Registered
|
Apr-13-1966
|
72243313
|
Oct-1-1968
|
0858088
|
United States of America
|
Unified Grocers, Inc.
|
FAMILY GROCER
|
Registered
|
Jul-16-1990
|
19942
|
Jul-16-1990
|
19942
|
Washington
|
SUPERVALU Licensing, LLC
|
FARM FRESH
|
Registered
|
Jan-26-2010
|
77920049
|
Aug-31-2010
|
3840836
|
USA
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
SUPERVALU Licensing, LLC
|
FARM FRESH
|
Registered
|
Dec-7-1981
|
73340382
|
Jun-20-1989
|
1544928
|
USA
|
SUPERVALU Licensing, LLC
|
FARM FRESH
|
Registered
|
Dec-3-1984
|
73511769
|
Oct-31-1989
|
1563627
|
USA
|
SUPERVALU Licensing, LLC
|
FARM FRESH FOOD & PHARMACY
|
Registered
|
Mar-8-2006
|
78831950
|
Jan-2-2007
|
3193865
|
USA
|
SUPERVALU Licensing, LLC
|
FARM STAND
|
Registered
|
Apr-11-1966
|
72243140
|
May-7-1968
|
0848743
|
USA
|
SUPERVALU Licensing, LLC
|
FARMSTAND
|
Registered
|
Jun-10-1997
|
75305979
|
Oct-23-2001
|
2499262
|
USA
|
SUPERVALU Holdings, Inc.
|
FESTIVAL FOODS
|
Registered
|
Apr-11-2002
|
76393963
|
Feb-18-2003
|
2688438
|
USA
|
SUPERVALU Holdings, Inc.
|
FESTIVAL FOODS
|
Registered
|
Apr-11-2002
|
76393962
|
Feb-18-2003
|
2688437
|
USA
|
SUPERVALU Holdings, Inc.
|
FESTY BURGER
|
Registered
|
Mar-5-2008
|
20085801559
|
Mar-5-2008
|
20085801559
|
Wisconsin
|
SUPERVALU Licensing, LLC
|
FLAVORITE
|
Registered
|
Aug-15-2002
|
78154616
|
Mar-21-2006
|
3070033
|
USA
|
SUPERVALU Licensing, LLC
|
FOOD RITE
|
Registered
|
Apr-9-1998
|
75464879
|
Dec-7-1999
|
2297583
|
USA
|
SUPERVALU Holdings, Inc.
|
FOODLAND
|
Registered
|
Oct-11-1991
|
74211325
|
Aug-11-1992
|
1707516
|
USA
|
SUPERVALU Holdings, Inc.
|
FOODLAND
|
Registered
|
Mar-6-1963
|
72164032
|
Feb-16-1965
|
0785369
|
USA
|
SUPERVALU Holdings, Inc.
|
FOODLAND
|
Registered
|
Oct-19-1966
|
72256732
|
Apr-30-1968
|
0848268
|
USA
|
SUPERVALU Holdings, Inc.
|
FOODLAND EXPRESSSS PAPA’S PEPPERONI ROLL
|
Registered
|
Jun-24-2003
|
78266354
|
Jul-27-2004
|
2866771
|
USA
|
SUPERVALU Holdings, Inc.
|
FOODLAND EXPRESSSSSS
|
Registered
|
Jan-22-2003
|
78205748
|
Oct-5-2004
|
2891171
|
USA
|
SUPERVALU Holdings, Inc.
|
FOODLAND FRESH
|
Registered
|
Nov-4-2008
|
77606585
|
Jun-16-2009
|
3638580
|
USA
|
SUPERVALU Holdings, Inc.
|
FOODLANE
|
Registered
|
Sep-12-1977
|
73140907
|
Nov-7-1978
|
1105820
|
USA
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
SUPERVALU Licensing, LLC
|
FRESH EVENTS BY FARM FRESH
|
Registered
|
Mar-19-2008
|
77426307
|
Dec-30-2008
|
3553229
|
USA
|
SUPERVALU Licensing, LLC
|
FRESH PRODUCE. FRESH PRICES.
|
Registered
|
Sep-21-2011
|
85427816
|
May-1-2012
|
4135526
|
USA
|
SUPERVALU Licensing, LLC
|
FRESHNESS YOU DESERVE. SAVINGS YOU EXPECT.
|
Registered
|
Oct-17-2013
|
86093700
|
May-27-2014
|
4537543
|
USA
|
SUPERVALU Licensing, LLC
|
FROSTED FRUITY
|
Registered
|
Feb-11-1991
|
74137972
|
Sep-24-1991
|
1870706
|
USA
|
SUPERVALU Licensing, LLC
|
FUEL EXPRESS AT FARM FRESH
|
Registered
|
Dec-9-2014
|
86474919
|
Feb-2-2016
|
4894352
|
USA
|
SUPERVALU Licensing, LLC
|
GOLDEN AGAVE
|
Registered
|
Jul-24-1995
|
74705394
|
Oct-29-1996
|
2011671
|
USA
|
Unified Grocers, Inc.
|
GOLDEN CREME
|
Registered
|
Jul-31-1998
|
75529734
|
Aug-3-1999
|
2267318
|
USA
|
Unified Grocers, Inc.
|
GOLDEN CREME
|
Registered
|
Nov-1-1993
|
74452859
|
Jun-10-1997
|
2068201
|
USA
|
Unified Grocers, Inc.
|
GOLDEN CREME
|
Registered
|
Dec-8-1992
|
156320
|
Jul-30-1996
|
527406
|
Mexico
|
Unified Grocers, Inc.
|
GOLDEN CREME
|
Registered
|
Dec-8-1992
|
156319
|
Oct-9-1996
|
533627
|
Mexico
|
SUPERVALU Licensing, LLC
|
GOLDEN CRÈME AND COW WITH SUN DESIGN
|
Pending
|
4/3/2018
|
87860829
|
|
|
USA
|
SUPERVALU Licensing, LLC
|
GOOD THINGS IN-STORE
|
Registered
|
Nov-20-2009
|
77877407
|
Oct-5-2010
|
3858219
|
USA
|
SUPERVALU Licensing, LLC
|
GOTTA LOVE A SALE
|
Registered
|
May-1-2012
|
85613356
|
Dec-25-2012
|
4265850
|
USA
|
SUPERVALU Licensing, LLC
|
GOTTA LOVE GREAT DEALS
|
Registered
|
May-1-2012
|
85613374
|
Dec-25-2012
|
4265851
|
USA
|
SUPERVALU Licensing, LLC
|
GOTTA LOVE LOW PRICES
|
Registered
|
Mar-26-2012
|
85580040
|
Dec-4-2012
|
4255398
|
USA
|
Unified Grocers, Inc.
|
GRAND REWARDS
|
Registered
|
Apr-22-1998
|
75472280
|
Jul-11-2000
|
2367184
|
USA
|
SUPERVALU Licensing, LLC
|
GREAT VALU
|
Registered
|
Sep-9-1997
|
75354182
|
Dec-28-1999
|
2303297
|
USA
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
SUPERVALU Licensing, LLC
|
GROCERIES AT THE SPEED OF LIFE
|
Pending
|
Oct-11-2016
|
87199441
|
|
|
USA
|
SUPERVALU Licensing, LLC
|
HEALTHY PURSUITS
|
Registered
|
Aug-11-2008
|
77543959
|
Jun-2-2009
|
3633012
|
USA
|
Unified Grocers, Inc.
|
HEALTHY SHELVES
|
Registered
|
Nov-19-2012
|
42502
|
Nov-19-2012
|
42502
|
Oregon
|
Unified Grocers, Inc.
|
HEALTHY SHELVES
|
Registered
|
Jan-15-2013
|
68377
|
Jan-15-2013
|
68377
|
California
|
Unified Grocers, Inc.
|
HEALTHY SHELVES
|
Registered
|
Nov-19-2012
|
55691
|
Nov-19-2012
|
55691
|
Washington
|
Unified Grocers, Inc.
|
HEALTHY SOLUTIONS
|
Registered
|
May-18-2010
|
85041933
|
Nov-6-2012
|
4238125
|
USA
|
SUPERVALU Licensing, LLC
|
HERITAGE & CROWN Design
|
Registered
|
Mar-23-2012
|
85578920
|
Aug-15-2017
|
5263145
|
USA
|
SUPERVALU Licensing, LLC
|
HOMELIFE
|
Registered
|
Feb-16-2009
|
77669620
|
Mar-22-2011
|
3934926
|
USA
|
Unified Grocers, Inc.
|
HOMETOWN FRESH
|
Registered
|
Sep-14-2009
|
77826239
|
Nov-23-2010
|
3881229
|
USA
|
Unified Grocers, Inc.
|
HOMETOWN FRIENDLY
|
Registered
|
Sep-14-2009
|
77826234
|
Nov-23-2010
|
3881228
|
USA
|
Unified Grocers, Inc.
|
HOMETOWN HEROES
|
Registered
|
Sep-14-2009
|
77826230
|
Nov-16-2010
|
3877908
|
USA
|
Hornbacher’s, Inc.
|
HORNBACHER’S
|
Registered
|
Aug-16-2005
|
78693658
|
Sep-19-2006
|
3144939
|
USA
|
Hornbacher’s, Inc.
|
HORNBACHER’S
PHARMACY
|
Registered
|
Mar-31-2015
|
86581997
|
Jan-19-2016
|
4888241
|
USA
|
Hornbacher’s, Inc.
|
HORNBACHER’S FOODS
|
Registered
|
Jan-29-2003
|
78208216
|
Jul-13-2004
|
2862615
|
USA
|
SUPERVALU Licensing, LLC
|
IDEAL PORTIONS
|
Registered
|
Jun-5-2012
|
85643082
|
Jun-4-2013
|
4348018
|
USA
|
SUPERVALU Licensing, LLC
|
INDEPENDENT MINDED
|
Registered
|
Nov-3-2008
|
77606199
|
Jul-14-2009
|
3655855
|
USA
|
Unified Grocers, Inc.
|
IOS
|
Registered
|
Jun-27-2005
|
76641770
|
Jan-1-2008
|
3361179
|
USA
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
SUPERVALU Licensing, LLC
|
JAVA DELIGHT
|
Registered
|
Aug-23-2007
|
77262711
|
Apr-29-2008
|
3418054
|
USA
|
SUPERVALU Licensing, LLC
|
JENICA PEAK
|
Registered
|
Jul-20-2001
|
76288057
|
Dec-23-2003
|
2798490
|
USA
|
Unified Grocers, Inc.
|
KITCHEN CHEF
|
Registered
|
Oct-24-2016
|
87213947
|
Jun-13-2017
|
5222068
|
USA
|
Unified Grocers, Inc.
|
KITCHEN CHEF SIGNATURE
|
Registered
|
Jun-3-2008
|
77490207
|
Dec-8-2009
|
3723215
|
USA
|
Unified Grocers, Inc.
|
KITCHEN CHEF SIGNATURE
|
Registered
|
Jun-17-2016
|
87076052
|
Dec-6-2016
|
5095588
|
USA
|
Unified Grocers, Inc.
|
LA CORONA
|
Pending
|
Aug-13-2014
|
86366046
|
|
|
USA
|
Unified Grocers, Inc.
|
LIMONAZO
|
Registered
|
Oct-24-2016
|
87213909
|
May-30-2017
|
5213830
|
USA
|
SUPERVALU Licensing, LLC
|
MAPLEWOOD FARMS
|
Registered
|
Aug-9-2010
|
85102840
|
Mar-22-2011
|
3934569
|
USA
|
Unified Grocers, Inc.
|
MARKET CENTRE
|
Registered
|
Jan-19-2016
|
86880073
|
Aug-30-2016
|
5031172
|
USA
|
Unified Grocers, Inc.
|
MARKET CENTRE and DESIGN
|
Registered
|
Nov-30-2005
|
78980835
|
Mar-3-2009
|
3584869
|
USA
|
Unified Grocers, Inc.
|
MARKET PLACE
|
Registered
|
Jun-5-1997
|
26170
|
Jun-5-1997
|
26170
|
Washington
|
Unified Grocers, Inc.
|
MEGA FOODS
|
Registered
|
May-21-2003
|
31576
|
May-21-2003
|
31576
|
Washington
|
Unified Grocers, Inc.
|
MEMBERLINK
|
Registered
|
Sep-10-2002
|
78162701
|
Mar-30-2004
|
2827758
|
USA
|
Unified Grocers, Inc.
|
MERCADO SAVINGS! and SHOPPING CART DESIGN
|
Registered
|
Sep-11-2015
|
86754887
|
Oct-25-2016
|
5067075
|
USA
|
SUPERVALU Licensing, LLC
|
METOLIUS RIVER ALES
|
Registered
|
Oct-26-2011
|
85457095
|
Jun-18-2013
|
4354756
|
USA
|
SUPERVALU Licensing, LLC
|
METRO
|
Registered
|
Nov-25-2002
|
78188644
|
Dec-9-2003
|
2791341
|
USA
|
SUPERVALU Licensing, LLC
|
MIGHTY
|
Registered
|
Aug-1-1994
|
74555854
|
Jul-23-1996
|
1989088
|
USA
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
SUPERVALU Holdings, Inc.
|
MOM’S MEAT LOAF
|
Registered
|
Jan-14-2008
|
77370616
|
Aug-26-2008
|
3491972
|
USA
|
Unified Grocers, Inc.
|
MORE WAYS TO MAKE IT YOUR MARKET
|
Registered
|
Aug-18-2005
|
78695483
|
Dec-26-2006
|
3190184
|
USA
|
Unified Grocers, Inc.
|
MORE WAYS TO MAKE IT YOUR MARKET
|
Registered
|
Aug-7-2006
|
76664209
|
May-29-2007
|
3245964
|
USA
|
SUPERVALU Licensing, LLC
|
MORE WAYS TO SAVE
|
Registered
|
Oct-2-2008
|
77584354
|
Apr-14-2009
|
3606038
|
USA
|
SUPERVALU Licensing, LLC
|
MOUNTAIN STREAM
|
Registered
|
May-2-2008
|
77464632
|
Mar-17-2009
|
3592829
|
USA
|
SUPERVALU Licensing, LLC
|
NEIGHBORHOOD CONVENIENCE.
NEIGHBORHOOD SAVINGS.
|
Registered
|
Feb-6-2014
|
86186021
|
Nov-11-2014
|
4638528
|
USA
|
Unified Grocers, Inc.
|
NEIGHBORHOOD MARKET FAST FRESH FRIENDLY and DESIGN
|
Registered
|
Oct-2-1996
|
75175703
|
Nov-24-1998
|
2206081
|
USA
|
SUPERVALU Licensing, LLC
|
NEWMARKET
|
Registered
|
Feb-12-1992
|
74245670
|
Sep-29-1992
|
1721009
|
USA
|
SUPERVALU Licensing, LLC
|
NUTRITION IQ
|
Registered
|
Apr-24-2008
|
77456869
|
Mar-10-2009
|
3588781
|
USA
|
Unified Grocers, Inc.
|
PAWSITIVELY PETS
|
Registered
|
Jun-15-2012
|
85653675
|
Jul-16-2013
|
4369908
|
USA
|
Unified Grocers, Inc.
|
PAY NET
|
Registered
|
Jul-9-1993
|
74411533
|
Jan-30-1996
|
1952518
|
USA
|
SUPERVALU Holdings, Inc.
|
PAY PAK 24
|
Registered
|
Jan-15-1993
|
74348988
|
Oct-22-1996
|
2010359
|
USA
|
SUPERVALU Licensing, LLC
|
PEER
|
Registered
|
Aug-23-2002
|
78157214
|
Feb-24-2004
|
2817071
|
USA
|
SUPERVALU Licensing, LLC
|
PERSONAL CONFIDENCE
|
Registered
|
Jan-4-2006
|
78785054
|
Sep-11-2007
|
3292045
|
USA
|
SUPERVALU Licensing, LLC
|
PIER 14
|
Registered
|
May-12-1998
|
75483824
|
Mar-2-1999
|
2229000
|
USA
|
SUPERVALU Licensing, LLC
|
PLENTY FOR TWENTY
|
Registered
|
Jul-19-2011
|
85374863
|
Jun-12-2012
|
4156872
|
USA
|
SUPERVALU Licensing, LLC
|
PLENTY FRESH FOR
PLENTY LESS
|
Registered
|
Mar-29-2011
|
85279401
|
Nov-22-2011
|
4061607
|
USA
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
Unified Grocers, Inc.
|
PRIZE
|
Registered
|
Feb-6-1986
|
80048
|
Feb-6-1986
|
80048
|
California
|
Unified Grocers, Inc.
|
PRIZE WILD BIRD FOOD and BIRD DESIGN
|
Registered
|
Jul-22-1974
|
73027452
|
Sep-2-1975
|
1019555
|
USA
|
SUPERVALU Licensing, LLC
|
PUMP PERKS
|
Registered
|
Sep-17-2004
|
78485177
|
Dec-13-2005
|
3027901
|
USA
|
SUPERVALU Licensing, LLC
|
PUMP PERKY P.P.
|
Registered
|
Sep-17-2004
|
78485175
|
Dec-13-2005
|
3027900
|
USA
|
SUPERVALU Licensing, LLC
|
QUICK & EASY LOGO
|
Pending
|
Nov-30-2017
|
87703494
|
|
|
USA
|
SUPERVALU INC.
|
RAINBOW
|
Registered
|
Feb-19-1987
|
73645507
|
Sep-29-1987
|
1459729
|
USA
|
SUPERVALU INC.
|
RAINBOW FOODS
|
Registered
|
Jan-9-1984
|
73460102
|
Nov-6-1984
|
1304312
|
USA
|
Associated Grocers of Florida, Inc
|
RAINIER VALLEY FARMS
|
Registered
|
Feb-10-2000
|
T00/04446J
|
Mar-21-2000
|
T00/04446J
|
Singapore
|
Associated Grocers of Florida, Inc
|
RAINIER VALLEY FARMS
|
Registered
|
Mar-31-2000
|
T00/044471
|
Mar-31-2000
|
T00/044471
|
Singapore
|
Associated Grocers of Florida, Inc
|
RAINIER VALLEY FARMS
|
Registered
|
Jun-13-2000
|
422765
|
Jun-13-2000
|
KOR157823
|
Thailand
|
Associated Grocers of Florida, Inc
|
RAINIER VALLEY FARMS
|
Registered
|
Feb-10-2000
|
422766
|
Feb-10-2000
|
KOR137415
|
Thailand
|
Associated Grocers of Florida, Inc
|
RAINIER VALLEY FARMS
|
Registered
|
Mar-27-2000
|
00003473
|
Apr-11-2003
|
00003473
|
Malaysia
|
Associated Grocers of Florida, Inc
|
RAINIER VALLEY FARMS
|
Registered
|
Mar-27-2000
|
00003472
|
Feb-7-2003
|
00003472
|
Malaysia
|
Unified Grocers, Inc.
|
RAINIER VALLEY FARMS
|
Registered
|
Mar-28-2000
|
89016541
|
Jul-16-2001
|
951871
|
Taiwan
|
Unified Grocers, Inc.
|
RAINIER VALLEY FARMS
|
Registered
|
Mar-28-2000
|
89016542
|
Jul-16-2002
|
1008440
|
Taiwan
|
Unified Grocers, Inc.
|
READY PAY and DESIGN
|
Registered
|
Aug-10-1993
|
74423947
|
May-16-1995
|
1894302
|
USA
|
Unified Grocers, Inc.
|
READY PAY and DESIGN
|
Registered
|
Jul-12-1991
|
74184323
|
Oct-31-1995
|
1931839
|
USA
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
SUPERVALU Licensing, LLC
|
REAL FOOD IN REAL TIME
|
Pending
|
Jan-10-2018
|
87750059
|
|
|
USA
|
SUPERVALU Licensing, LLC
|
REAL GOODNESS REAL VALUE
|
Registered
|
Dec-18-2015
|
86854145
|
Apr-4-2017
|
5177494
|
USA
|
Unified Grocers, Inc.
|
RED APPLE MARKET
|
Registered
|
May-7-1998
|
32469
|
May-7-1998
|
32469
|
Oregon
|
Unified Grocers, Inc.
|
RED APPLE MARKET
|
Registered
|
Jun-12-1998
|
27073
|
Jun-12-1998
|
27073
|
Washington
|
Unified Grocers, Inc.
|
RED APPLE MARKET
|
Registered
|
Jun-16-1998
|
3024
|
Jun-16-1998
|
3024
|
Alaska
|
SUPERVALU Licensing, LLC
|
RED OWL
|
Registered
|
Dec-26-1961
|
72134679
|
Nov-6-1962
|
0740378
|
USA
|
SUPERVALU Licensing, LLC
|
RED OWL logo
|
Registered
|
Dec-26-1961
|
72134678
|
Nov-6-1962
|
0740377
|
USA
|
SUPERVALU Licensing, LLC
|
RED OWL logo
|
Registered
|
Nov-22-2016
|
87245618
|
Feb-27-2018
|
5414785
|
USA
|
SUPERVALU Licensing, LLC
|
REFILLADVANTAGE
|
Registered
|
Oct-7-2005
|
78728958
|
Aug-28-2007
|
3286994
|
USA
|
SUPERVALU Licensing, LLC
|
REWARDING CAREER, FULFILLING LIFE
|
Registered
|
Jun-2-2005
|
78641904
|
Jul-18-2006
|
3116772
|
USA
|
Super Rite Foods, Inc.
|
RICHFOOD
|
Registered
|
Mar-18-1980
|
73254498
|
Nov-23-1982
|
1217143
|
USA
|
SUPERVALU INC.
|
RON VICARO
|
Registered
|
Jul-14-1995
|
74700901
|
Oct-8-1996
|
2005834
|
USA
|
SUPERVALU Licensing, LLC
|
RX DESIGN
|
Registered
|
Jun-17-2002
|
76422677
|
Jul-1-2003
|
2731716
|
USA
|
SUPERVALU Licensing, LLC
|
S SUPER VALU
|
Registered
|
Dec-23-1964
|
72208783
|
Oct-19-1965
|
0797910
|
USA
|
SUPERVALU Licensing, LLC
|
SEASONAL ESSENTIALS
|
Registered
|
May-6-2015
|
86621026
|
Nov-10-2015
|
4851381
|
USA
|
SUPERVALU Licensing, LLC
|
SEASONAL ESSENTIALS
|
Registered
|
May-1-2012
|
85612892
|
Jun-4-2013
|
4347941
|
USA
|
Unified Grocers, Inc.
|
SELECT MARKETS
|
Registered
|
Jun-21-1989
|
73808228
|
Oct-9-1990
|
1616987
|
USA
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
SUPERVALU Holdings, Inc.
|
SENTRY
|
Registered
|
Nov-16-1989
|
74002863
|
Aug-23-1994
|
1850830
|
USA
|
SUPERVALU Holdings, Inc.
|
SENTRY
|
Registered
|
Apr-16-2004
|
78402870
|
Jun-9-2009
|
3635362
|
USA
|
SUPERVALU Holdings, Inc.
|
SENTRY
|
Registered
|
Aug-10-2011
|
18776
|
Aug-10-2011
|
18776
|
Wisconsin
|
Unified Grocers, Inc.
|
SENTRY
|
Registered
|
Aug-15-1985
|
73553577
|
Aug-23-1994
|
1850829
|
USA
|
SUPERVALU Holdings, Inc.
|
SENTRY EXPRESS
|
Registered
|
Jul-23-2008
|
5900154
|
Jul-23-2008
|
5900154
|
Wisconsin
|
SUPERVALU Holdings, Inc.
|
SENTRY FOODS
|
Registered
|
Aug-10-2011
|
18777
|
Aug-10-2011
|
18777
|
Wisconsin
|
Unified Grocers, Inc.
|
SERIOUS ABOUT SERVICE
|
Registered
|
Dec-9-1992
|
74338863
|
Aug-17-1993
|
1788660
|
USA
|
Unified Grocers, Inc.
|
SERVICES FOR
GROCERS...BY GROCERS
|
Registered
|
Dec-12-2008
|
77569298
|
Jan-20-2009
|
3566235
|
USA
|
Shoppers Food Warehouse Corp.
|
SFW
|
Registered
|
Dec-13-1983
|
73456907
|
Mar-4-1986
|
1385507
|
USA
|
Shop ‘N Save
Warehouse
Foods, Inc.
|
SHOP ‘N SAVE
|
Registered
|
Dec-7-1978
|
73196070
|
Mar-19-1985
|
1326364
|
USA
|
SUPERVALU Holdings, Inc.
|
SHOP ‘N SAVE
|
Registered
|
Jun-8-1981
|
73313529
|
Mar-19-1985
|
1326367
|
USA
|
Shop ‘N Save
Warehouse
Foods, Inc.
|
SHOP ‘N SAVE EXPRESS
|
Registered
|
Nov-19-2003
|
78329849
|
Jul-26-2005
|
2979563
|
USA
|
Shop ‘N Save
Warehouse
Foods, Inc.
|
SHOP ‘N SAVE FUEL EXPRESS
|
Registered
|
Nov-27-2006
|
77051046
|
Apr-29-2008
|
3419192
|
USA
|
Shop ‘N Save Warehouse Foods, Inc.
|
SHOP ‘N SAVE PERKS
|
Registered
|
Mar-15-2006
|
78837978
|
Oct-2-2007
|
3304444
|
USA
|
Shop ‘N Save Warehouse Foods, Inc.
|
SHOP ‘N SAVE PHARMACY
|
Registered
|
Jul-10-2003
|
78272658
|
Jul-6-2004
|
2860289
|
USA
|
Shoppers Food Warehouse Corp.
|
SHOPPERS
|
Registered
|
Jun-10-1988
|
73733419
|
Jun-13-1989
|
1543972
|
USA
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
Shoppers Food Warehouse Corp.
|
SHOPPERS FOOD & PHARMACY
|
Registered
|
Jun-28-2005
|
78659594
|
Aug-15-2006
|
3129223
|
USA
|
Shoppers Food Warehouse Corp.
|
SHOPPERS FOOD WAREHOUSE
|
Registered
|
Dec-13-1983
|
73456904
|
Nov-13-1984
|
1305515
|
USA
|
Shoppers Food Warehouse Corp.
|
SHOPPERS PHARMACY
|
Registered
|
Oct-4-2006
|
77013280
|
Oct-23-2007
|
3315520
|
USA
|
SUPERVALU Licensing, LLC
|
SHOPPERS VALUE
|
Registered
|
Oct-21-1988
|
73758869
|
Dec-5-1989
|
1569081
|
USA
|
SUPERVALU Licensing, LLC
|
SHOPPERS VALUE
|
Registered
|
Oct-20-2003
|
78315608
|
Mar-22-2005
|
2934826
|
USA
|
SUPERVALU Licensing, LLC
|
SHOPPERS VALUE FOODS
|
Registered
|
Nov-20-2013
|
86124199
|
Sep-16-2014
|
4607280
|
USA
|
SUPERVALU Licensing, LLC
|
SHOPPING AT THE SPEED OF LIFE
|
Pending
|
Jan-19-2017
|
87306650
|
|
|
USA
|
SUPERVALU Licensing, LLC
|
SIX
|
Registered
|
May-6-2002
|
76405893
|
Jan-28-2003
|
2680991
|
USA
|
SUPERVALU Licensing, LLC
|
SMART TIPS FOR LIVING WELL
|
Registered
|
Apr-11-2012
|
85594333
|
Nov-6-2012
|
4237643
|
USA
|
SUPERVALU Licensing, LLC
|
SMOKEHOUSE RECIPE
|
Registered
|
May-10-2006
|
78880779
|
Oct-30-2007
|
3327756
|
USA
|
Unified Grocers, Inc.
|
SPECIAL VALUE
|
Registered
|
Apr-9-2004
|
78399682
|
Jul-26-2005
|
2975990
|
USA
|
Unified Grocers, Inc.
|
SPECIAL VALUE
|
Registered
|
Jul-14-2011
|
85371988
|
Feb-7-2012
|
4096358
|
USA
|
Unified Grocers, Inc.
|
SPECIAL VALUE and DESIGN (ON RECTANGLE)
|
Registered
|
Feb-13-1995
|
74633402
|
Jan-28-1997
|
2033325
|
USA
|
Unified Grocers, Inc.
|
SPECIAL VALUE and SEAL DESIGN
|
Registered
|
Apr-29-1974
|
73020071
|
Aug-10-1976
|
1046187
|
USA
|
Unified Grocers, Inc.
|
SPRING FRESH
|
Registered
|
Feb-3-2014
|
86183057
|
Dec-8-2015
|
4867627
|
USA
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Mar-24-1976
|
73081207
|
Jun-7-1977
|
1067042
|
USA
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Oct-17-1994
|
74586578
|
Apr-16-1996
|
1967920
|
USA
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Sep-12-2008
|
77569286
|
Feb-16-2010
|
3750483
|
USA
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Apr-14-1993
|
165379
|
May-13-1994
|
460273
|
Mexico
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Apr-14-1993
|
165375
|
Aug-30-1993
|
440794
|
Mexico
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Dec-8-1992
|
156318
|
Sep-29-1994
|
471485
|
Mexico
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Dec-8-1992
|
156316
|
Jul-30-1996
|
527405
|
Mexico
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Apr-14-1993
|
165377
|
Sep-13-1993
|
441884
|
Mexico
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Dec-8-1992
|
156315
|
Jul-13-1994
|
466326
|
Mexico
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Apr-14-1993
|
165376
|
Aug-30-1993
|
440795
|
Mexico
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Aug-4-1995
|
101846
|
Nov-10-1998
|
66416
|
Philippines
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Aug-4-1995
|
101847
|
Dec-8-1998
|
66770
|
Philippines
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Oct-4-1995
|
101845
|
Nov-9-1999
|
104087
|
Philippines
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Aug-4-1995
|
101844
|
Dec-8-1998
|
66768
|
Philippines
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Aug-4-1995
|
101843
|
Dec-8-1998
|
66777
|
Philippines
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Aug-4-1995
|
101842
|
Nov-4-1998
|
66210
|
Philippines
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Aug-4-1995
|
101841
|
Dec-8-1998
|
66776
|
Philippines
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Aug-4-1995
|
101838
|
Dec-28-1998
|
66883
|
Philippines
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Aug-4-1995
|
101848
|
Dec-8-1998
|
66754
|
Philippines
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Feb-26-1997
|
970015901
|
Jun-21-1998
|
1185395
|
China
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Jun-3-1997
|
97-25210
|
Dec-4-1998
|
432137
|
Republic of Korea (South)
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Registered
|
Sep-23-1998
|
98-24760
|
Dec-15-1999
|
460814
|
Republic of Korea (South)
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Pending
|
Jan-4-2018
|
87743566
|
|
|
United States of America
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Pending
|
Apr-13-2018
|
2018/0027301
|
|
|
Colombia
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Pending
|
Feb-7-2018
|
263969-01
|
|
|
Panama
|
Unified Grocers, Inc.
|
SPRINGFIELD
|
Pending
|
Jan-10-2018
|
1047/2018
|
|
|
Honduras
|
Unified Grocers, Inc.
|
SPRINGFIELD and DESIGN (3 PETALS)
|
Registered
|
Dec-21-1987
|
62-141650
|
Sep-21-1990
|
2268280
|
Japan
|
Unified Grocers, Inc.
|
SPRINGFIELD in Chinese (CHUN TIAN)
|
Registered
|
Mar-7-1997
|
970018881
|
Sep-7-1998
|
1204349
|
China
|
Unified Grocers, Inc.
|
SPRINGFIELD in Chinese (CHUN TIAN)
|
Registered
|
Mar-7-1997
|
970018882
|
Mar-21-1999
|
1257416
|
China
|
Unified Grocers, Inc.
|
SPRINGFIELD in Korean
|
Registered
|
Jun-10-1997
|
97-26501
|
Dec-4-1998
|
40-432139
|
Republic of Korea (South)
|
SUPERVALU Licensing, LLC
|
STOCKMAN & DAKOTA
|
Registered
|
Sep-29-2008
|
77581162
|
Sep-1-2009
|
3677711
|
USA
|
SUPERVALU Licensing, LLC
|
STONE RIDGE CREAMERY
|
Registered
|
Jan-18-2005
|
78549003
|
Apr-18-2006
|
3083883
|
USA
|
SUPERVALU Licensing, LLC
|
SUPER CHILL
|
Registered
|
Jul-25-2006
|
78937287
|
Aug-7-2007
|
3275086
|
USA
|
SUPERVALU Licensing, LLC
|
SUPER CHILL
|
Registered
|
Jul-19-2006
|
78933106
|
Jun-8-2010
|
3801267
|
USA
|
SUPERVALU Licensing, LLC
|
SUPER CHILL
|
Registered
|
Oct-25-2001
|
76329694
|
Sep-11-2007
|
3291257
|
USA
|
SUPERVALU Licensing, LLC
|
SUPERVALU
|
Registered
|
Aug-29-2002
|
78159160
|
Feb-10-2004
|
2812894
|
USA
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
SUPERVALU Licensing, LLC
|
SUPERVALU
|
Registered
|
Sep-13-1962
|
72153129
|
Nov-12-1963
|
0760163
|
USA
|
SUPERVALU Licensing, LLC
|
SUPERVALU
|
Registered
|
Feb-27-1956
|
72003476
|
Jun-11-1957
|
0646916
|
USA
|
SUPERVALU Licensing, LLC
|
SUPERVALU
|
Registered
|
Feb-27-1956
|
72003475
|
Jun-11-1957
|
0646906
|
USA
|
SUPERVALU Licensing, LLC
|
SUPERVALU
|
Registered
|
Feb-17-1956
|
72002930
|
Jun-11-1957
|
0646905
|
USA
|
SUPERVALU Licensing, LLC
|
SUPERVALU
|
Registered
|
Aug-3-1954
|
71671067
|
Jul-24-1956
|
0631486
|
USA
|
SUPERVALU Licensing, LLC
|
SUPERVALU
|
Pending
|
Nov-28-2016
|
1825530
|
|
|
Mexico
|
SUPERVALU Licensing, LLC
|
SUPERVALU
|
Pending
|
Nov-29-2016
|
1826035
|
|
|
Mexico
|
SUPERVALU Licensing, LLC
|
SUPERVALU
|
Pending
|
Feb-23-2017
|
|
|
|
China
|
SUPERVALU Licensing, LLC
|
SUPERVALU
|
Registered
|
Feb-23-2017
|
40-2017-
0024041
|
Nov-15-2017
|
401304306
|
Republic of Korea (South)
|
SUPERVALU Holdings, Inc.
|
SUPERVALU EXPRESS
|
Registered
|
Mar-18-2003
|
78226732
|
Aug-17-2004
|
2874492
|
USA
|
SUPERVALU Licensing, LLC
|
SUPERVALU PHARMACIES
|
Registered
|
Jun-17-2002
|
76423049
|
Nov-25-2003
|
2785665
|
USA
|
SUPERVALU Licensing, LLC
|
SUPERVALU UNIVERSITY
|
Registered
|
Feb-27-2007
|
77117503
|
Dec-11-2007
|
3351130
|
USA
|
SUPERVALU Licensing, LLC
|
SUPERVALU WE DELIVER
|
Pending
|
Dec-22-2016
|
87277823
|
|
|
USA
|
SUPERVALU Licensing, LLC
|
SV HARBOR
|
Registered
|
Sep-11-2002
|
78162777
|
Dec-2-2003
|
2788805
|
USA
|
SUPERVALU Licensing, LLC
|
SVHARBOR
|
Registered
|
Mar-9-2004
|
78380692
|
Mar-22-2005
|
2935019
|
USA
|
SUPERVALU Licensing, LLC
|
SVINSIGHTS
|
Registered
|
Oct-8-2014
|
86417797
|
Jun-16-2015
|
4755017
|
USA
|
SUPERVALU Licensing, LLC
|
SVOUTFITTER
|
Registered
|
Aug-16-2006
|
78953559
|
Sep-11-2007
|
3292358
|
USA
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
SUPERVALU Licensing, LLC
|
SWEET PETALS DESIGN
|
Pending
|
Jan-16-2018
|
87756383
|
|
|
USA
|
SUPERVALU Licensing, LLC
|
TASTE-GREAT
|
Registered
|
Jul-12-1991
|
74184358
|
Jun-9-1992
|
1693797
|
USA
|
SUPERVALU Licensing, LLC
|
THE AMAZING EGG
|
Registered
|
Jul-31-1997
|
75333559
|
Feb-2-1999
|
2222050
|
USA
|
SUPERVALU Holdings, Inc.
|
THE MORE YOU SHOP THE MORE YOU SAVE
|
Registered
|
Jun-10-1991
|
74174541
|
Nov-10-1992
|
1731826
|
USA
|
SUPERVALU Licensing, LLC
|
THE W. NEWELL ADVANTAGE
|
Registered
|
Nov-1-2005
|
78744750
|
Oct-24-2006
|
3162281
|
USA
|
SUPERVALU Licensing, LLC
|
THE WINE CELLAR AT FARM FRESH
|
Registered
|
Sep-25-2007
|
77288513
|
Aug-12-2008
|
3486067
|
USA
|
Unified Grocers, Inc.
|
THRIFTWAY
|
Registered
|
Mar-29-1999
|
75669221
|
Aug-1-2006
|
3122251
|
USA
|
Unified Grocers, Inc.
|
THRIFTWAY
|
Registered
|
Jul-20-2001
|
76288152
|
Aug-1-2006
|
3122269
|
USA
|
Unified Grocers, Inc.
|
THRIFTWAY
|
Registered
|
Mar-25-1985
|
S19946
|
Mar-25-1985
|
S19946
|
Oregon
|
SUPERVALU Licensing, LLC
|
THRIVE LIVE & EAT WELL
|
Registered
|
Jun-22-2011
|
85353001
|
Mar-27-2012
|
4119709
|
USA
|
SUPERVALU Licensing, LLC
|
TIMBERWOOD
|
Registered
|
Feb-11-2000
|
75916691
|
Dec-11-2001
|
2518550
|
USA
|
SUPERVALU Holdings, Inc.
|
TOT SPOT
|
Registered
|
Dec-20-1999
|
75876464
|
Jul-17-2001
|
2469156
|
USA
|
Unified Grocers, Inc.
|
U UNIFIED GROCERS (stylized)
|
Registered
|
Jun-8-2007
|
77201603
|
Jul-15-2008
|
3469066
|
USA
|
SUPERVALU Licensing, LLC
|
UNCUP
|
Registered
|
Apr-27-2012
|
85610946
|
May-28-2013
|
4343958
|
USA
|
Unified Grocers, Inc.
|
UNIFIED GROCERS
|
Registered
|
May-22-2007
|
77187560
|
Oct-1-2008
|
3521609
|
USA
|
Unified Grocers, Inc.
|
UNIFIED GROCERS INSURANCE SERVICES
|
Registered
|
Sep-12-2008
|
77569289
|
Oct-20-2009
|
3697791
|
USA
|
Unified Grocers, Inc.
|
UNIFIED UNIFIED WESTERN GROCERS, INC. and DESIGN
|
Registered
|
Sep-28-1999
|
75811243
|
Dec-10-2002
|
2659980
|
USA
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
Unified Grocers, Inc.
|
VALUE STOP and DESIGN (STOP SIGN)
|
Registered
|
Oct-25-2016
|
121601
|
Oct-25-2016
|
121601
|
California
|
SUPERVALU Holdings, Inc.
|
VILLAGE MARKET
|
Registered
|
Nov-20-1995
|
75021944
|
Apr-21-1998
|
2152805
|
USA
|
SUPERVALU Licensing, LLC
|
VILLAGE MARKET
|
Registered
|
May-22-1997
|
75978808
|
Feb-15-2000
|
2319903
|
USA
|
SUPERVALU Licensing, LLC
|
W. NEWELL & CO. FRESH THINKING SINCE 1937
|
Registered
|
Feb-24-2005
|
78574398
|
Jul-18-2006
|
3118368
|
USA
|
SUPERVALU Licensing, LLC
|
WATCH OUT BUTTER!
|
Registered
|
May-24-2012
|
85633858
|
May-21-2013
|
4339953
|
USA
|
SUPERVALU Licensing, LLC
|
WE DELIVER
|
Pending
|
Dec-21-2016
|
87276550
|
Dec-26-2017
|
5366236
|
USA
|
SUPERVALU Licensing, LLC
|
WHISPER SOFT IMAGES
|
Registered
|
Sep-25-1997
|
75362596
|
Jul-17-2001
|
2469959
|
USA
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Jan-4-2018
|
147/2018
|
|
|
Honduras
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Registered
|
May-9-2005
|
78625480
|
Sep-5-2006
|
3138351
|
USA
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Registered
|
Jul-18-1995
|
74702903
|
Apr-22-1997
|
2056158
|
USA
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Registered
|
Apr-15-2008
|
77449117
|
Jul-6-2010
|
3815034
|
USA
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Registered
|
Apr-15-2008
|
77449116
|
Jul-20-2010
|
3822419
|
USA
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Registered
|
Feb-9-2017
|
87329786
|
Dec-12-2017
|
5353790
|
USA
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-1-2017
|
2017000875
|
|
|
Guatemala
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-1-2017
|
2017000876
|
|
|
Guatemala
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-1-2017
|
2017000877
|
|
|
Guatemala
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-1-2017
|
2017000878
|
|
|
Guatemala
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-1-2017
|
2017000879
|
|
|
Guatemala
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-1-2017
|
2017000880
|
|
|
Guatemala
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-1-2017
|
2017000881
|
|
|
Guatemala
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-1-2017
|
2017000882
|
|
|
Guatemala
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Jul-8-2015
|
86686697
|
|
|
USA
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Registered
|
Feb-15-2017
|
1343167
|
Feb-15-2017
|
1,343,167
|
WIPO
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-17-2017
|
256445-01
|
|
|
Panama
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-17-2017
|
256444-01
|
|
|
Panama
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-17-2017
|
256437-01
|
|
|
Panama
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-17-2017
|
256432-01
|
|
|
Panama
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-17-2017
|
256436-01
|
|
|
Panama
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-17-2017
|
256434-01
|
|
|
Panama
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-17-2017
|
256431-01
|
|
|
Panama
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-17-2017
|
256429-01
|
|
|
Panama
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-10-2017
|
2017052219
|
|
|
Malaysia
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-10-2017
|
2017052213
|
|
|
Malaysia
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-10-2017
|
2017052208
|
|
|
Malaysia
|
Owner
|
Trademark
|
Status
|
App. Date
|
App. No.
|
Reg. Date
|
Reg. No
|
Country
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-10-2017
|
2017052207
|
|
|
Malaysia
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-10-2017
|
2017052201
|
|
|
Malaysia
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-10-2017
|
2017052197
|
|
|
Malaysia
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-10-2017
|
2017052195
|
|
|
Malaysia
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-10-2017
|
2017052186
|
|
|
Malaysia
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Dec-28-2017
|
2017-48389
|
|
|
Dominican Republic
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-15-2017
|
1343167
|
|
|
Singapore
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-15-2017
|
1343167
|
|
|
Republic of Korea (South)
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Oct-17-2017
|
87648889
|
|
|
USA
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-15-2017
|
1343167
|
|
|
Philippines
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-15-2017
|
1343167
|
|
|
New Zealand
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Registered
|
Feb-15-2017
|
1343167
|
Feb-15-2017
|
1343167
|
Colombia
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Registered
|
Feb-17-2017
|
20170001479
|
Jun-15-2017
|
N262795
|
Costa Rica
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Pending
|
Feb-3-2017
|
1240814
|
|
|
Chile
|
SUPERVALU Licensing, LLC
|
WILD HARVEST
|
Registered
|
Feb-15-2017
|
1343167
|
Feb-15-2017
|
1343167
|
China
|
Owner
|
Title
|
Registration
Number
|
Registration
Year
|
Type of Work
|
Description
|
Credit Suisse AG, Cayman Islands Branch/ Supervalu Inc/ New Albertson’s Inc/ Shop ‘N Save Warehouse Foods, Inc
|
Arx application -- Alpha 7 & 15 other titles
|
V3627D713
|
2013
|
Recorded Document
|
Release of security interests in United States copyrights
|
Cub Foods
|
Want to save a lot? : CUBF-2290W.
|
PA0000173682
|
1983
|
Motion Picture
|
(With No one can save you more & Minnesota price message).
Deposit includes descriptions (3 p.)
|
Cub Foods
|
Cart
|
PA0000141699
|
1978
|
Motion Picture
|
Commercial
|
Cub Foods
|
Truckload/BP : CF-01T-82.
|
PA0000149316
|
1982
|
Motion Picture
|
Advertisement for Cub Foods.
Deposit includes script (1 p.)
|
Cub Foods
|
Price of a bag : CUBF-1110W.
|
PA0000151238
|
1982
|
Motion Picture
|
(With Depends).
Deposit includes script (1 p.)
|
Cub Foods
|
Butcher campaign, revision : CUBF-2050
|
PA0000173104
|
1982
|
Motion Picture
|
(With Cow 52, where are you? revision).
Commercial
|
Cub Foods
|
Cub Foods--Customer awareness.
|
PA0000173105
|
1981
|
Kit
|
C.O. correspondence.
|
Cub Foods
|
Cub Foods--Meat cutting : pt. 1.
|
PA0000173124
|
1978
|
Kit
|
C.O. correspondence.
|
Cub Foods
|
Fast growing G. O. : CUBF 1030.
|
PA0000173125
|
1978
|
Motion Picture
|
(With Position G. O. & Cub Foods’ Cottage Grove G. O.).
Deposit includes script (1 p.)
|
Cub Foods
|
Produce : CF-05-78.
|
PA0000173125
|
1982
|
Motion Picture
|
(With Generic).
Commercial.
Deposit includes description (1 p.) with title: Cub Foods/Produce.
|
Cub Foods
|
Minnesota price message : CUBF-2330.
|
PA0000173683
|
1983
|
Motion Picture
|
(With No one can save you more & Want to save a lot?).
Commercial.
Deposit includes descriptions (3 p.)
|
Cub Foods
|
No one can save you more : CUBF-2300.
|
PA0000173684
|
1983
|
Motion Picture
|
(With Want to save a lot? & Minnesota price message).
Deposit includes descriptions (3 p.).
Title on 1 description: No one else can save you more
|
Owner
|
Title
|
Registration
Number
|
Registration
Year
|
Type of Work
|
Description
|
Cub Foods
|
Position G. O. : CUBF 1040.
|
PA0000184707
|
1982
|
Motion Picture
|
(With Fast growing G. O. & Cub Foods’ Cottage Grove G. O.).
Deposit includes script (1 p.) bearing title: Last to leave bag.
|
Cub Foods
|
Cub Foods’ Cottage Grove G. O. : CUBF 1050
|
PA0000184708
|
1981
|
Motion Picture
|
Videocassette
|
Cub Foods
|
Cub Foods--Maintenance training.
|
PAu000492158
|
1982
|
Kit
|
C.O. correspondence.
|
Cub Foods
|
Cub Foods “Stocker.”
|
PAu000492159
|
1982
|
Motion Picture
|
C.O. correspondence.
|
Cub Foods
|
Generic : CF-105.
|
PAu000492160
|
1982
|
Motion Picture
|
(With Produce).
Commercial.
Deposit includes description (1 p.) with title: Cub Foods--Generic.
|
Cub Foods
|
Cub Foods--Produce training.
|
PAu000492161
|
1982
|
Kit
|
C.O. correspondence.
|
Cub Foods
|
Cub Foods--Employee orientation.
|
PAu000492162
|
1982
|
Kit
|
C.O. correspondence.
|
Cub Foods
|
Cub Foods--Frozen food & dairy
|
PAu000492163
|
1982
|
Kit
|
C.O. correspondence.
|
Cub Foods
|
Depends : CUBF-2030.
|
PAu000492164
|
1982
|
Motion Picture
|
(With Price of a bag).
Deposit includes script (1 p.)
|
Cub Foods
|
Meet Alice : CUBF-2040.
|
PAu000492165
|
1982
|
Motion Picture
|
Commercial.
Deposit includes description (2 p.)
|
Cub Foods
|
Cub Foods--Meat cutting : pt. 2.
|
TX0002393186
|
1986
|
Motion Picture
|
C.O. correspondence.
|
Dahlstron Display Inc/ Supervalu Inc
|
ALWAYS FRESH! ALWAYS CHICAGO! (JEWEL-OSCO)
|
V3571D947
|
2008
|
Recorded Document
|
Copyright Assignment
|
Jennifer Andrade/ Shop ‘N Save Warehouse Foods Inc
|
The More You Shop, The More You Save
|
V3628D838
|
2013
|
Recorded Document
|
Assignment
|
New Albertson’s Inc/ Supervalu Inc
|
Diving dinosaur & 11 other titles
|
V3627D433
|
2013
|
Recorded Document
|
Copyright Assignment
|
New Albertson’s Inc/ Supervalu Inc
|
Diving dinosaur & 11 other titles
|
V3627D788
|
2013
|
Recorded Document
|
Copyright Assignment
|
Rocky Mountain Technology Group Inc/ Supervalu Inc
|
ARx application--Alpha 7 & 2 other titles
|
V3558D973
|
2007
|
Recorded Document
|
Assignment of intellectual property rights
|
Shop ‘N Save Warehouse Foods Inc/ Wells Fargo Bank
|
Jingle: the more you shop, the more you save
|
V3622D450
|
2012
|
Recorded Document
|
Grant of security interest in United States copyrights
|
Shop ‘N Save/ Lever Brothers/ Meredith Corp
|
Better Homes and Gardens Trends ninety-seven : smart ideas for the way you…
|
TX0004767889
|
1997
|
Text
|
compilation, additional text & photos.
|
Supervalu Inc/ New Albertson’s Inc
|
ALWAYS FRESH! ALWAYS CHICAGO! (JEWEL-OSCO)
|
V3631D168
|
2013
|
Recorded Document
|
Copyright Assignment
|
Supervalu Inc/ New Albertson’s Inc/ Shop ‘N Save Warehouse Foods Inc/ Credit Suisse AG, Cayman Islands Brand
|
Arx application - alpha 7 & 15 other titles.
|
V3620D907
|
2012
|
Recorded Document
|
Grant of security interest in United States copyrights
|
Owner
|
Title
|
Registration
Number
|
Registration
Year
|
Type of Work
|
Description
|
Supervalu Inc/ Shop ‘n Save Warehouse Foods Inc/ Goldman Sachs Bank USA
|
ARx application--Alpha 7 & 15 other titles
|
V3627D893
|
2013
|
Recorded Document
|
Grant of security interest in United States copyrights
|
Supervalu Inc/ Wells Fargo Bank
|
Arx application - Alpha 7 & 2 other titles
|
V3622D449
|
2012
|
Recorded Document
|
Grant of security interest in United States copyrights
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02168-IB-EUTM
|
Registered
|
Regular
|
847419
|
1/6/2005
|
847419
|
1/6/2005
|
1/6/2025
|
1/6/2025
|
|
|
|
|
|
|
|
|
|
|
Country
|
European Union Trademark
|
Trademark
|
UNITED NATURAL FOODS (WORD MARK)
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02168-IB-JP
|
Registered
|
Regular
|
A0000435
|
1/6/2005
|
847419
|
1/6/2005
|
1/6/2025
|
1/6/2025
|
Country
|
Japan
|
Trademark
|
UNITED NATURAL FOODS (WORD MARK)
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02168-TW
|
Registered
|
Regular
|
94029813
|
6/22/2005
|
1231397
|
10/1/2006
|
10/1/2026
|
9/30/2026
|
|
|
|
|
|
|
|
|
|
|
Country
|
Taiwan
|
Trademark
|
UNITED NATURAL FOODS (WORD MARK)
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02168-US
|
Registered
|
Regular
|
78530623
|
12/10/2004
|
3049980
|
1/24/2006
|
1/24/2026
|
1/24/2026
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
UNITED NATURAL FOODS (WORD MARK)
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02170-EUTM
|
Registered
|
Regular
|
4666046
|
10/4/2005
|
4666046
|
9/13/2006
|
10/4/2025
|
10/4/2025
|
|
|
|
|
|
|
|
|
|
|
Country
|
European Union Trademark
|
Trademark
|
WOODSTOCK FARMS (WORD MARK)
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02170-EUTM1
|
Registered
|
Regular
|
4994083
|
3/17/2006
|
4994083
|
4/11/2007
|
3/17/2026
|
3/17/2026
|
|
|
|
|
|
|
|
|
|
|
Country
|
European Union Trademark
|
Trademark
|
WOODSTOCK FARMS (WORD MARK)
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02170-TW
|
Registered
|
Regular
|
94033609
|
7/13/2005
|
1207882
|
5/1/2006
|
5/1/2026
|
4/30/2026
|
|
|
|
|
|
|
|
|
|
|
Country
|
Taiwan
|
Trademark
|
WOODSTOCK FARMS (WORD MARK)
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02170-TW1
|
Registered
|
Regular
|
94033608
|
7/13/2005
|
1208006
|
5/1/2006
|
5/1/2026
|
4/30/2026
|
|
|
|
|
|
|
|
|
|
|
Country
|
Taiwan
|
Trademark
|
WOODSTOCK FARMS (WORD MARK)
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02170-TW2
|
Registered
|
Regular
|
94033607
|
7/13/2005
|
1196782
|
2/16/2006
|
2/16/2026
|
2/15/2026
|
|
|
|
|
|
|
|
|
|
|
Country
|
Taiwan
|
Trademark
|
WOODSTOCK FARMS (WORD MARK)
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02171-EUTM
|
Registered
|
Regular
|
4999157
|
3/17/2006
|
4999157
|
8/23/2007
|
3/17/2026
|
3/17/2026
|
|
|
|
|
|
|
|
|
|
|
Country
|
European Union Trademark
|
Trademark
|
WOODSTOCK FARMS & DESIGN
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02171-TW
|
Registered
|
Regular
|
95013659
|
3/21/2006
|
1253807
|
3/1/2007
|
3/1/2027
|
2/28/2027
|
|
|
|
|
|
|
|
|
|
|
Country
|
Taiwan
|
Trademark
|
WOODSTOCK FARMS & DESIGN
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02174-US
|
Registered
|
Regular
|
76187631
|
12/28/2000
|
2671140
|
1/7/2003
|
1/7/2023
|
1/7/2023
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
EARTH ORIGINS
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
U010-UNF
|
T02175-US
|
Registered
|
Regular
|
74120751
|
12/5/1990
|
1731357
|
11/10/1992
|
11/10/2022
|
11/10/2022
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
EXPRESS SNACKS
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02178-US
|
Registered
|
Regular
|
78592493
|
3/22/2005
|
3065993
|
3/7/2006
|
3/7/2026
|
3/7/2026
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
HEALTHY CLIPPINGS
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02179-US
|
Registered
|
Regular
|
75517573
|
7/13/1998
|
2263145
|
7/20/1999
|
7/20/2019
|
7/20/2019
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
MOUNTAIN PEOPLES WAREHOUSE
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02189-US
|
Registered
|
Regular
|
75453273
|
3/19/1998
|
2221771
|
2/2/1999
|
2/2/2019
|
2/2/2019
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
WOODFIELD FARMS
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02190-US
|
Registered
|
Supplemental / B Register
|
75516249
|
7/9/1998
|
2378242
|
8/15/2000
|
8/15/2020
|
8/15/2020
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
RESOURCE ORGANIC
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02191-US
|
Registered
|
Regular
|
75516240
|
7/9/1998
|
2353204
|
5/30/2000
|
5/30/2020
|
5/30/2020
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
SOURCE ORGANIC
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
U010-UNF
|
T02193-US
|
Registered
|
Regular
|
75153421
|
8/20/1996
|
2248478
|
6/1/1999
|
6/1/2019
|
6/1/2019
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
SUNSPLASH MARKET
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02266-CA
|
Registered
|
Regular
|
1539398
|
8/11/2011
|
830725
|
8/27/2012
|
8/27/2027
|
8/27/2027
|
|
|
|
|
|
|
|
|
|
|
Country
|
Canada
|
Trademark
|
RISING MOON ORGANICS & Design
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02653-US
|
Registered
|
Regular
|
77579954
|
9/26/2008
|
3615593
|
5/5/2009
|
5/5/2019
|
5/5/2019
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
UNFI
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02654-US
|
Registered
|
Regular
|
77579975
|
9/26/2008
|
3634425
|
6/9/2009
|
6/9/2019
|
6/9/2019
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
UNFI DRIVEN BY NATURE and Design (logo)
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02655-US
|
Registered
|
Regular
|
77579987
|
9/26/2008
|
3615594
|
5/5/2009
|
5/5/2019
|
5/5/2019
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
DRIVEN BY NATURE
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02661-US
|
Registered
|
Regular
|
76183563
|
12/21/2000
|
2636805
|
10/15/2002
|
10/15/2022
|
10/15/2022
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
SELECT NUTRITION DISTRIBUTORS
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
U010-UNF
|
T02709-CA
|
Registered
|
Regular
|
1313435
|
8/11/2006
|
786273
|
1/4/2011
|
1/4/2026
|
1/4/2026
|
|
|
|
|
|
|
|
|
|
|
Country
|
Canada
|
Trademark
|
FANTASTIC WORLD FOODS
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02737-JP
|
Registered
|
Regular
|
12630694
|
12/14/1994
|
4330701
|
10/29/1999
|
10/29/2019
|
10/29/2019
|
|
|
|
|
|
|
|
|
|
|
Country
|
Japan
|
Trademark
|
FANTASTIC FOODS & DESIGN
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02737-JP1
|
Registered
|
Regular
|
12630794
|
12/14/1994
|
4282810
|
6/11/1999
|
6/11/2019
|
6/11/2019
|
|
|
|
|
|
|
|
|
|
|
Country
|
Japan
|
Trademark
|
FANTASTIC FOODS & DESIGN
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02899-US
|
Registered
|
Regular
|
77853859
|
10/21/2009
|
3820881
|
7/20/2010
|
7/20/2020
|
7/20/2020
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
CLEARVUE
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02966-US
|
Registered
|
Regular
|
77957492
|
3/12/2010
|
3863865
|
10/19/2010
|
10/19/2020
|
10/19/2020
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
HEARTLAND MEADOW WHERE GOODNESS
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
GROWS and Design (logo)
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02968-US
|
Registered
|
Regular
|
77961285
|
3/17/2010
|
3864137
|
10/19/2010
|
10/19/2020
|
10/19/2020
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
HEARTLAND MEADOW (word mark)
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
U010-UNF
|
T02977-US
|
Registered
|
Intent To Use Application
|
85012434
|
4/13/2010
|
3926983
|
3/1/2011
|
3/1/2021
|
3/1/2021
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
EARTH ORIGINS MARKET
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02977-US1
|
Registered
|
Regular
|
85914499
|
4/25/2013
|
4504334
|
4/1/2014
|
4/1/2024
|
4/1/2024
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
EARTH ORIGINS MARKET
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T02998-CA
|
Registered
|
Regular
|
1508778
|
12/20/2010
|
817852
|
2/17/2012
|
2/17/2027
|
2/17/2027
|
|
|
|
|
|
|
|
|
|
|
Country
|
Canada
|
Trademark
|
GRATEFUL HARVEST ORGANIC 100% PURE
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
NEW ZEALAND and Design (color logo)
|
|
Client\Division
|
United Natural Foods, Inc.
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T03074-US
|
Registered
|
Regular
|
85203188
|
12/21/2010
|
3978302
|
6/14/2011
|
6/14/2021
|
6/14/2021
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
EARTH ORIGINS MARKET and Design (color logo)
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T03074-US1
|
Registered
|
Regular
|
85913132
|
4/24/2013
|
4504329
|
4/1/2014
|
4/1/2024
|
4/1/2024
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
EARTH ORIGINS MARKET and Design (color logo)
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T03088-CA1
|
Registered
|
Regular
|
1537237
|
7/26/2011
|
842281
|
2/5/2013
|
2/5/2028
|
2/5/2028
|
|
|
|
|
|
|
|
|
|
|
Country
|
Canada
|
Trademark
|
WOODSTOCK EAT BECAUSE IT'S GOOD! (LOGO)
|
Attorney
|
|
David R. Josephs
|
|||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T03089-CA1
|
Registered
|
Regular
|
1537236
|
7/26/2011
|
842624
|
2/7/2013
|
2/7/2028
|
2/7/2028
|
|
|
|
|
|
|
|
|
|
|
Country
|
Canada
|
Trademark
|
WOODSTOCK
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T03090-CA1
|
Registered
|
Regular
|
1537235
|
7/26/2011
|
841894
|
1/31/2013
|
1/31/2028
|
1/31/2028
|
|
|
|
|
|
|
|
|
|
|
Country
|
Canada
|
Trademark
|
EAT BECAUSE ITS GOOD!
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T03143-CA
|
Registered
|
Regular
|
1538713
|
8/8/2011
|
847222
|
3/28/2013
|
3/28/2028
|
3/28/2028
|
|
|
|
|
|
|
|
|
|
|
Country
|
Canada
|
Trademark
|
HARVEST BAY and Design (logo with swoosh)
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T03196-US
|
Registered
|
Regular
|
85332059
|
5/27/2011
|
4083374
|
1/10/2012
|
1/10/2022
|
1/10/2022
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
IUNFI
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T03222-CA
|
Registered
|
Intent To Use Application
|
1565561
|
2/23/2012
|
896046
|
2/9/2015
|
2/9/2030
|
2/9/2030
|
|
|
|
|
|
|
|
|
|
|
Country
|
Canada
|
Trademark
|
IUNFI and Design (logo)
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T03222-US
|
Registered
|
Regular
|
85405957
|
8/24/2011
|
4084106
|
1/10/2012
|
1/10/2022
|
1/10/2022
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
IUNFI and Design (logo)
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T03465-CA
|
Registered
|
Regular
|
1620736
|
4/2/2013
|
934423
|
4/12/2016
|
4/12/2031
|
4/12/2031
|
|
|
|
|
|
|
|
|
|
|
Country
|
Canada
|
Trademark
|
SELECT NUTRITION
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T03465-US
|
Registered
|
Regular
|
85759659
|
10/22/2012
|
4357655
|
6/25/2013
|
6/25/2023
|
6/25/2023
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
SELECT NUTRITION
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T03546-US
|
Registered
|
Regular
|
85861409
|
2/27/2013
|
4450382
|
12/17/2013
|
12/17/2023
|
12/17/2023
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
HONEST GREEN (BLOCK LETTERS)
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T03547-US
|
Registered
|
Regular
|
85861437
|
2/27/2013
|
4450383
|
12/17/2013
|
12/17/2023
|
12/17/2023
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
HONEST GREEN & DESIGN
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T03769-US
|
Registered
|
Regular
|
86121462
|
11/18/2013
|
4567433
|
7/15/2014
|
7/15/2024
|
7/15/2024
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
SELECT NUTRITION DISTRIBUTORS & design
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T03790-CA
|
Registered
|
Regular
|
1665705
|
2/27/2014
|
1665705
|
3/6/2017
|
3/6/2032
|
3/6/2032
|
|
|
|
|
|
|
|
|
|
|
Country
|
Canada
|
Trademark
|
SELECT NUTRITION (LOGO)
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T03790-US
|
Registered
|
Regular
|
86140463
|
12/11/2013
|
4568143
|
7/15/2014
|
7/15/2024
|
7/15/2024
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
SELECT NUTRITION (LOGO)
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T03805-US
|
Registered
|
Regular
|
86161202
|
1/9/2014
|
4584089
|
8/12/2014
|
8/12/2024
|
8/12/2024
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
HEALTHY EXPLORATIONS
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T03806-US
|
Registered
|
Regular
|
86161218
|
1/9/2014
|
4584091
|
8/12/2014
|
8/12/2024
|
8/12/2024
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
HEALTHY EXPLORATIONS (LOGO)
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T03807-CA
|
Registered
|
Intent To Use Application
|
1663267
|
2/10/2014
|
963678
|
2/22/2017
|
2/22/2032
|
2/22/2032
|
|
|
|
|
|
|
|
|
|
|
Country
|
Canada
|
Trademark
|
CONNECTING FARMS, FOOD, AND FAMILIES
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T03829-CA
|
Registered
|
Intent To Use Application
|
1663268
|
2/10/2014
|
963676
|
2/22/2017
|
2/22/2032
|
2/22/2032
|
|
|
|
|
|
|
|
|
|
|
Country
|
Canada
|
Trademark
|
UNISSANT LA FERME, LES ALIMENTS ET LES FAMILLES
|
Attorney
|
|
David R. Josephs
|
|||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T03855-US
|
Registered
|
Intent To Use Application
|
86225526
|
3/19/2014
|
4740476
|
5/19/2015
|
5/19/2025
|
5/19/2025
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
CONNECTING FARMS TO FAMILIES
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T04531-US
|
Filed
|
Intent To Use Application
|
87667644
|
11/1/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
UNFI FRESH and Design (b-w logo)
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T04559-CA
|
Filed
|
Regular
|
1186883
|
11/20/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country
|
Canada
|
Trademark
|
PRO ORGANICS PRODUCE & FRESH FOOD
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
and Design
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-UNF
|
T04594-US
|
Registered
|
Regular
|
76029019
|
4/17/2000
|
2766041
|
9/23/2003
|
9/23/2023
|
9/23/2023
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
KOYO and Design (tree logo)
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc.
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
|
U010-CA
|
T04512-CA
|
Registered
|
Regular
|
1,795,478
|
|
8/11/2016
|
TMA992325
|
3/13/2018
|
3/13/2033
|
3/13/2033
|
|
|
|
|
|
|
|
|
|
|
|
Country
|
Canada
|
Trademark
|
SAVOR
|
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-CA
|
T04513-CA
|
Registered
|
Regular
|
1,066,193
|
|
7/11/2000
|
TMA593305
|
10/28/2003
|
10/28/2018
|
10/28/2018
|
|
|
|
|
|
|
|
|
|
|
|
Country
|
Canada
|
Trademark
|
ORGANIC LIVING
|
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-CA
|
T04514-CA
|
Registered
|
Regular
|
1,103,199
|
|
5/17/2001
|
TMA626522
|
11/24/2004
|
11/24/2019
|
11/24/2019
|
|
|
|
|
|
|
|
|
|
|
|
Country
|
Canada
|
Trademark
|
ORGANIC SENSATIONS
|
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-CA
|
T04515-CA
|
Registered
|
Regular
|
1,105,409
|
|
6/6/2001
|
TMA628142
|
12/10/2004
|
12/10/2019
|
12/10/2019
|
|
|
|
|
|
|
|
|
|
|
|
Country
|
Canada
|
Trademark
|
NATURAL SENSATIONS
|
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-CA
|
T04516-CA
|
Registered
|
Regular
|
1,000,041
|
|
12/18/1998
|
TMA555693
|
12/19/2001
|
12/19/2031
|
12/19/2031
|
|
|
|
|
|
|
|
|
|
|
|
Country
|
Canada
|
Trademark
|
PRO ORGANICS
|
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered
|
Regular
|
1,000,039
|
|
12/18/1998
|
TMA555691
|
12/19/2001
|
12/19/2031
|
12/19/2031
|
U010-CA
|
T04517-CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country
|
Canada
|
Trademark
|
CANADA'S ORGANIC FRESH FOOD LEADER
|
|
Attorney
|
|
David R. Josephs
|
|||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T02170-US1
|
Registered
|
Regular
|
78609470
|
4/15/2005
|
3619430
|
5/12/2009
|
5/12/2019
|
5/12/2019
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
WOODSTOCK FARMS (WORD MARK)
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T02170-US2
|
Registered
|
Regular
|
78609472
|
4/15/2005
|
3619431
|
5/12/2009
|
5/12/2019
|
5/12/2019
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
WOODSTOCK FARMS (WORD MARK)
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T02170-US3
|
Registered
|
Regular
|
78609475
|
4/15/2005
|
3619432
|
5/12/2009
|
5/12/2019
|
5/12/2019
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
WOODSTOCK FARMS (WORD MARK)
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T02171-US1
|
Registered
|
Regular
|
78723958
|
9/30/2005
|
3619439
|
5/12/2009
|
5/12/2019
|
5/12/2019
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
WOODSTOCK FARMS & DESIGN
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T02171-US5
|
Registered
|
Regular
|
85831392
|
1/24/2013
|
4364898
|
7/9/2013
|
7/9/2023
|
7/9/2023
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
WOODSTOCK FARMS and Design (logo)
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T02176-US
|
Registered
|
Regular
|
75292335
|
5/15/1997
|
2327088
|
3/7/2000
|
3/7/2020
|
3/7/2020
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
GOURMET ARTISAN HANDCRAFTED FOODS AND DESIGN
|
Attorney
|
|
David R. Josephs
|
|||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T02284-US
|
Registered
|
Regular
|
76106166
|
8/10/2000
|
2611611
|
8/27/2002
|
8/27/2022
|
8/27/2022
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
AH! LASKA
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T02294-US
|
Registered
|
Regular
|
78038833
|
12/11/2000
|
2858711
|
6/29/2004
|
6/29/2024
|
6/29/2024
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
MEDITERRANEAN ORGANIC & DESIGN
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T02295-US
|
Registered
|
Regular
|
73691997
|
10/26/1987
|
1493354
|
6/21/1988
|
6/21/2028
|
6/21/2028
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
LORIVA
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T02498-US
|
Registered
|
Regular
|
74506206
|
3/23/1994
|
1893236
|
5/9/1995
|
5/9/2025
|
5/9/2025
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
TUMARO'S
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T02503-US
|
Registered
|
Regular
|
75852865
|
11/17/1999
|
2465219
|
7/3/2001
|
7/3/2021
|
7/3/2021
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
TUMARO'S GOURMET TORTILLAS
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T02506-US
|
Registered
|
Regular
|
75683942
|
4/16/1999
|
2764541
|
9/16/2003
|
9/16/2023
|
9/16/2023
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
TUMARO'S THE ORIGINAL GOURMET WRAPS
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T02507-US
|
Registered
|
Regular
|
76302605
|
8/20/2001
|
2762465
|
9/9/2003
|
9/9/2023
|
9/9/2023
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
TUMARO'S AMERICA'S FAVORITE GOURMET TORTILLA
|
Attorney
|
|
David R. Josephs
|
|||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T02677-US
|
Registered
|
Regular
|
77628776
|
12/8/2008
|
3647068
|
6/30/2009
|
6/30/2019
|
6/30/2019
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
BLUE MARBLE BRANDS
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T02698-US
|
Registered
|
Regular
|
74075573
|
7/5/1990
|
1656369
|
9/10/1991
|
9/10/2021
|
9/10/2021
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
FANTASTIC FOODS
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T02701-US
|
Registered
|
Regular
|
74587161
|
10/18/1994
|
1928000
|
10/17/1995
|
10/17/2025
|
10/17/2025
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
NATURE'S BURGER
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T02702-US
|
Registered
|
Regular
|
74485626
|
2/2/1994
|
2396643
|
10/24/2000
|
10/24/2020
|
10/24/2020
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
CHA-CHA CHILI
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T02709-US
|
Registered
|
Regular
|
78814540
|
2/14/2006
|
3518298
|
10/14/2008
|
10/14/2028
|
10/14/2028
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
FANTASTIC WORLD FOODS
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T03088-US1
|
Registered
|
Intent To Use Application
|
85230668
|
1/31/2011
|
4100138
|
2/14/2012
|
2/14/2022
|
2/14/2022
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
WOODSTOCK EAT BECAUSE IT'S GOOD! (LOGO)
|
Attorney
|
|
David R. Josephs
|
|||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T03089-US
|
Registered
|
Intent To Use Application
|
85227329
|
1/27/2011
|
4143767
|
5/15/2012
|
5/15/2022
|
5/15/2022
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
WOODSTOCK
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T03089-US1
|
Registered
|
Intent To Use Application
|
85230671
|
1/31/2011
|
4100139
|
2/14/2012
|
2/14/2022
|
2/14/2022
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
WOODSTOCK
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T03090-US
|
Registered
|
Intent To Use Application
|
85227333
|
1/27/2011
|
4139993
|
5/8/2012
|
5/8/2022
|
5/8/2022
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
EAT BECAUSE IT'S GOOD!
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T03090-US1
|
Registered
|
Intent To Use Application
|
85230675
|
1/31/2011
|
4119519
|
3/27/2012
|
3/27/2022
|
3/27/2022
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
EAT BECAUSE IT'S GOOD!
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T03143-US
|
Registered
|
Intent To Use Application
|
85279490
|
3/29/2011
|
4191544
|
8/14/2012
|
8/14/2022
|
8/14/2022
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
HARVEST BAY and Design (logo with swoosh)
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T03390-US
|
Registered
|
Intent To Use Application
|
85648416
|
6/11/2012
|
4426300
|
10/29/2013
|
10/29/2023
|
10/29/2023
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
NATURAL SEA PURE WILD SEAFOOD and
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
Design
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T03446-US
|
Registered
|
Intent To Use Application
|
85736659
|
9/24/2012
|
4597798
|
9/2/2014
|
9/2/2024
|
9/2/2024
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
TUMARO'S and Design (logo)
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T03447-US
|
Registered
|
Intent To Use Application
|
85736607
|
9/24/2012
|
4597797
|
9/2/2014
|
9/2/2024
|
9/2/2024
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
TODAYS THE DAY.
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T03516-US
|
Registered
|
Intent To Use Application
|
85821096
|
1/11/2013
|
4433922
|
11/12/2013
|
11/12/2023
|
11/12/2023
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
LET'S SKIP THE SANDWICH.
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T03719-US
|
Registered
|
Intent To Use Application
|
86046220
|
8/23/2013
|
5059843
|
10/11/2016
|
10/11/2026
|
10/11/2026
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
THANK YOUR FARMER!
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T03720-US
|
Registered
|
Intent To Use Application
|
86046236
|
8/23/2013
|
4941757
|
4/19/2016
|
4/19/2026
|
4/19/2026
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
GIVE THANKS TO YOUR FARMER!
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T03816-US
|
Registered
|
Regular
|
86174231
|
1/24/2014
|
4596640
|
9/2/2014
|
9/2/2024
|
9/2/2024
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
BLUE MARBLE BRANDS (LOGO)
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T03864-US
|
Registered
|
Regular
|
86236978
|
3/31/2014
|
4617649
|
10/7/2014
|
10/7/2024
|
10/7/2024
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
RISING MOON ORGANICS (LOGO)
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T03866-US
|
Registered
|
Regular
|
86241035
|
4/3/2014
|
4588960
|
8/19/2014
|
8/19/2024
|
8/19/2024
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
A WORLD OF GOOD FOOD.
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T03892-US
|
Registered
|
Intent To Use Application
|
86405810
|
9/25/2014
|
5142211
|
2/14/2017
|
2/14/2027
|
2/14/2027
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
WOODSTOCK MINIME'S
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T03937-US
|
Registered
|
Intent To Use Application
|
86330658
|
7/8/2014
|
5365276
|
12/26/2017
|
12/26/2027
|
12/26/2027
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
TASTY.TRUSTY.SNACKS!
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T04020-US
|
Registered
|
Regular
|
86405735
|
9/25/2014
|
4759169
|
6/23/2015
|
6/23/2025
|
6/23/2025
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
RISING MOON ORGANICS (WORDMARK)
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T04081-CA
|
Filed
|
Intent To Use Application
|
1816260
|
12/29/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country
|
Canada
|
Trademark
|
FIELD DAY and Design (logo)
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T04081-US
|
Registered
|
Intent To Use Application
|
86495156
|
1/5/2015
|
4952408
|
5/3/2016
|
5/3/2026
|
5/3/2026
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
FIELD DAY and Design (logo)
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T04084-US
|
Registered
|
Intent To Use Application
|
86516878
|
1/28/2015
|
5233035
|
6/27/2017
|
6/27/2027
|
6/27/2027
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
WILDLY SIMPLE
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T04265-US
|
Registered
|
Intent To Use Application
|
86904506
|
2/11/2016
|
5266866
|
8/15/2017
|
8/15/2027
|
8/15/2027
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
EASY GOURMET TONIGHT!
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T04308-US
|
Registered
|
Regular
|
87038020
|
5/16/2016
|
5201568
|
5/9/2017
|
5/9/2027
|
5/9/2027
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
RISING MOON
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T04309-US
|
Registered
|
Regular
|
87038058
|
5/16/2016
|
5201569
|
5/9/2017
|
5/9/2027
|
5/9/2027
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
RISING MOON & Design (logo)
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T04371-US
|
Registered
|
Regular
|
76503792
|
4/3/2003
|
2829576
|
4/6/2004
|
4/6/2024
|
4/6/2024
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
TROPICAL PEPPER CO.
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
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|
|
|
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|
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|
|
U010-BMB
|
T04372-US
|
Registered
|
Regular
|
72096413
|
4/4/1960
|
713619
|
4/4/1961
|
4/4/2021
|
4/4/2021
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
HADDON HOUSE
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T04373-US
|
Registered
|
Regular
|
73009552
|
12/26/1973
|
1013016
|
6/10/1975
|
6/10/2025
|
6/10/2025
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
MUSETTE
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
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|
|
|
U010-BMB
|
T04374-US
|
Registered
|
Regular
|
77652138
|
1/19/2009
|
3672297
|
8/25/2009
|
8/25/2019
|
8/25/2019
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
MEDFORD FARMS
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T04375-US
|
Registered
|
Regular
|
73251781
|
2/27/1980
|
1186982
|
1/19/1982
|
1/19/2022
|
1/19/2022
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
MEDFORD FARMS
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
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|
U010-BMB
|
T04384-US
|
Registered
|
Intent To Use Application
|
87265265
|
12/12/2016
|
5325618
|
10/31/2017
|
10/31/2027
|
10/31/2027
|
|
|
|
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|
|
|
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|
Country
|
United States
|
Trademark
|
HOOKED ON ORGANIC
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T04605-US
|
Docket
|
Intent To Use Application
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
KOYO (word mark)
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
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|
|
|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T04606-US
|
Docket
|
Intent To Use Application
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
KOYO AN UMAMI ADVENTURE (word mark)
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
U010-BMB
|
T04607-US
|
Docket
|
Intent To Use Application
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
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|
Country
|
United States
|
Trademark
|
KOYO and Design (leaf logo)
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
U010-GG
|
T04348-US
|
Registered
|
Regular
|
78218347
|
2/24/2003
|
3607524
|
4/14/2009
|
4/14/2019
|
4/14/2019
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
GOURMET GURU
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
|
|
|
|
|
|
|
|
|
|
U010-AO
|
T03722-US
|
Registered
|
Intent To Use Application
|
86049862
|
8/28/2013
|
4642256
|
11/18/2014
|
11/18/2024
|
11/18/2024
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
ORGANIC PRODUCE PRODIGY
|
|
|
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|
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|
|
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|
|
|
|
|
|
|
|
U010-AO
|
T03723-US
|
Registered
|
Intent To Use Application
|
86051139
|
8/29/2013
|
4642265
|
11/18/2014
|
11/18/2024
|
11/18/2024
|
|
|
|
|
|
|
|
|
|
|
Country
|
United States
|
Trademark
|
ORGANIC PRODUCE PRODIGY & DESIGN
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
|
|
|
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|
ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
|
|
|
|
|
|
|
|
|
|
U010-TFF
|
T04560-US
|
Filed
|
Regular
|
87943551
|
5/31/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Country
|
United States
|
Trademark
|
NONNA'S KITCHEN and Design (with banner)
|
|
Attorney
|
|
David R. Josephs
|
||
|
|
|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
||
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ClientCode
|
Docket Number
|
Status
|
Case Type
|
Appl. No.
|
Appl. Date
|
Reg. No.
|
Reg. Date
|
Exp. Date
|
Renewal Date
|
|
|
|
|
|
|
|
|
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|
U010-UNT
|
T04558-US
|
Filed
|
Intent To Use Application
|
87687890
|
11/16/2017
|
|
|
|
|
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|
|
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|
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|
Country
|
United States
|
Trademark
|
GROOVE
|
|
|
Attorney
|
|
David R. Josephs
|
|
|
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|
|
|
|
Client\Division
|
United Natural Foods, Inc./UNFI Canada, Inc.
|
1.
|
Proceedings and investigations pending or threatened against Borrowers or Subsidiaries:
|
•
|
In December 2008, a class action complaint was filed in the United States District Court for the Western District of Wisconsin against Supervalu alleging that a 2003 transaction between Supervalu and C&S Wholesale Grocers, Inc. (“
C&S
”) was a conspiracy to restrain trade and allocate markets. In the 2003 transaction, Supervalu purchased certain assets of the Fleming Corporation as part of Fleming Corporation’s bankruptcy proceedings and sold certain assets of Supervalu to C&S that were located in New England. Three other retailers filed similar complaints in other jurisdictions and the cases were consolidated and are proceeding in the United States District Court in Minnesota. The complaints allege that the conspiracy was concealed and continued through the use of non-compete and non-solicitation agreements and the closing down of the distribution facilities that Supervalu and C&S purchased from each other. Plaintiffs are divided into Midwest plaintiffs and New England plaintiff and are seeking monetary damages, injunctive relief and attorneys’ fees. On June 19, 2015, the District Court Magistrate Judge entered an order that decided a number of matters including granting Midwest plaintiffs' request to seek class certification for certain Midwest Distribution Centers and denying New England plaintiff’s request to add an additional New England plaintiff and denying plaintiffs’ request to seek class certification for a group of New England retailers. In September 2015, the New England plaintiff appealed to the 8th Circuit the denial of the request to add an additional New England plaintiff and to seek class certification for a group of New England retailers and the hearing before the 8th Circuit occurred on May 17, 2016. On September 7, 2016, the District Court granted Midwest plaintiffs’ motion to certify five Midwest distribution center classes, only one of which sued Supervalu (the non-arbitration Champaign distribution center class). On March 1, 2017, the 8th Circuit denied the New England plaintiff’s appeals seeking to join an additional New England plaintiff and the appeal seeking the ability to move for class certification of a smaller New England class. At a mediation on May 25, 2017, Supervalu reached a settlement with the non-arbitration Champaign distribution center class, which is the one Midwest class suing Supervalu. Supervalu and the Midwest plaintiffs entered into a settlement agreement and the Court granted final approval of the settlement on November 17, 2017. The material terms of the settlement include: (1) denial of wrongdoing and liability by Supervalu; (2) release of all Midwest plaintiffs’ claims against Supervalu related to the allegations and transactions at issue in the litigation that were raised or could have been raised by the non-arbitration Champaign distribution center class; and (3) payment by Supervalu of $8.75 million. There is no contribution between C&S and Supervalu, and C&S did not settle the claims alleged against them. The New England Village Markets plaintiff is not a party to the settlement and is pursuing its individual claims and potential class actions claims against Supervalu, which at this time are determined as remote. On February 15, 2018, Supervalu filed a summary judgment and Daubert motion and the New England plaintiff filed a motion for class certification. The hearing on the motions occurred
|
•
|
In August and November 2014, four class action complaints were filed against Supervalu relating to the criminal intrusions into its computer network announced by Supervalu in fiscal 2015 (the “
Criminal Intrusion
”). The cases were centralized in the Federal District Court for the District of Minnesota under the caption In Re: SUPERVALU INC. Customer Data Security Breach Litigation. On June 26, 2015, the plaintiffs filed a Consolidated Class Action Complaint. Supervalu filed a Motion to Dismiss the Consolidated Class Action Complaint and the hearing took place on November 3, 2015. On January 7, 2016, the District Court granted the Motion to Dismiss and dismissed the case without prejudice, holding that the plaintiffs did not have standing to sue as they had not met their burden of showing any compensable damages. On February 4, 2016, the plaintiffs filed a motion to vacate the District Court’s dismissal of the complaint or in the alternative to conduct discovery and file an amended complaint, and Supervalu filed its response in opposition on March 4, 2016. On April 20, 2016, the District Court denied plaintiffs’ motion to vacate the District Court’s dismissal or in the alternative to amend the complaint. On May 18, 2016, plaintiffs appealed to the 8th Circuit and on May 31, 2016, Supervalu filed a cross-appeal to preserve its additional arguments for dismissal of the plaintiffs’ complaint. On August 30, 2017, the 8th Circuit affirmed the dismissal for 14 out of the 15 plaintiffs finding they had no standing. The 8th Circuit did not consider Supervalu’s cross-appeal and remanded the case back for consideration of Supervalu’s additional arguments for dismissal against the one remaining plaintiff. On October 30, 2017, Supervalu filed its motion to dismiss the remaining plaintiff and on November 7, 2017, the plaintiff filed a motion to amend its complaint. The Court held a hearing on the motions on December 14, 2017, and on March 7, 2018, the District Court denied plaintiff’s motion to amend and granted Supervalu’s motion to dismiss. On March 14, 2018, plaintiff appealed to the 8th Circuit.
|
•
|
On June 30, 2015, Supervalu received a letter from the Office for Civil Rights of the U.S. Department of Health and Human Services (“
OCR
”) seeking documents and information regarding Supervalu’s HIPAA breach notification and reporting from 2009 to the present. The letter indicates that the OCR Midwest Region is doing a compliance review of Supervalu’s alleged failure to report small breaches of protected health information related to its pharmacy operations (e.g., any incident involving less than 500 individuals). On September 4, 2015, Supervalu submitted its response to OCR’s letter.
[***].
The potential penalties related to the issues being investigated are up to $50 thousand per violation (which can be counted per day) with a $1.5 per calendar year maximum for multiple violations of a single provision (with the potential for finding violations of multiple provisions each with a separate $1.5 per calendar year maximum); however, as noted above, any actual penalties will be determined only after consideration by OCR of various factors, including the nature of any violation, remedial actions taken by Supervalu and other factors determined relevant by OCR.
|
•
|
On September 21, 2016, Supervalu’s retail banner Farm Fresh received an administrative subpoena issued by the Drug Enforcement Administration (“
DEA
”) on September 9, 2016. In addition to requesting information on Farm Fresh’s pharmacy policies and procedures generally, the subpoena also requested the production of documents that are required to be kept and maintained by Farm Fresh pursuant to the Controlled Substances Act and its implementing regulations. On November 23, 2016, Farm Fresh responded to the subpoena and is cooperating fully with DEA’s additional requests for information. On February 8, 2018, Farm Fresh received a letter from the US Attorney’s Office asserting violations of the Controlled Substances Act and the potential for penalties. Farm Fresh provided its response to the alleged violations on April 30, 2018., and discussions with the DEA/USAO continue. While Supervalu cannot predict the outcome of this matter at this time, Supervalu does not believe that a monetary loss is probable. However, Supervalu believes that a monetary loss is reasonably possible, but cannot estimate the amount of any such loss as Supervalu does not know the amount of monetary penalties, if any, the DEA may seek.
[***].
|
•
|
On November 30, 2015, an amended complaint was filed alleging that Supervalu and Albertson's pharmacies overcharged government health programs (Medicare, Medicaid, Tricare) for prescriptions. This matter started in 2012 when Supervalu received a subpoena from the Department of Justice seeking various documents regarding the Company's price match program and pharmacy prescription pricing. We fully cooperated with the government and provided the documents requested along with a white paper as to why we didn't believe we had overcharged government health programs. We heard nothing further on this matter until we learned in September 2015 that there had been a Qui Tam action filed by Schutte and Yarberry in August 2011. The Government declined to pursue the matter on May 22, 2015, and the court unsealed the case on May 27, 2015. The relators (Yarberry and Schutte) decided to pursue the matter despite the government's declination. They filed an amended complaint asserting that Supervalu and Albertson’s defrauded government health programs in several states when reporting and calculating Usual & Customary (U&C) pricing for reimbursement from government health programs. The relators assert that when Supervalu price matched certain competitors' generic prescription prices it should have adjusted its U&C price to match that of the price matched pricing. On January 29, 2016, Supervalu filed a Motion to Dismiss and on October 21, 2016 the Court denied the motion. On February 2, 2018, the plaintiffs submitted expert reports asserting single damages of $169M, but recently corrected an error which reduced its single damages to $139M. Based on our expert's analysis of the report, and assuming plaintiffs' theory is correct which we vigorously dispute, Supervalu’s share would be single damages of approximately $26M. Under the False Claims Act damages are trebled and penalties are imposed based on the number of false claims. On May 21, 2018, we filed our motions for Summary Judgment and a Daubert motion (to exclude experts) and plaintiffs filed motions for summary judgment. Plaintiffs also filed Summary Judgment and Daubert motions. The parties are waiting for the Court to rule on the motions. The trial date is currently scheduled for December 4, 2018.
|
•
|
On August 24, 2018, two class action complaints (
Wallace v. Supervalu Inc., et.al; Gusinsky v. Supervalu, Inc. et. al.)
were filed in Delaware Federal District Court
|
2.
|
Pending Commercial Tort Claim held by any Obligor:
|
Case Name
|
Defendant
|
Summary of Claim
|
American Express Antitrust Litigation
|
American Express
|
Antitrust case regarding Interchange Rates and anti-steering rules
|
In re: Processed Egg Products Antitrust Litigation
|
Seventeen Egg Producers including United Egg Producers and Sparboe Farms
|
Price fixing - eggs
|
Androgel Antitrust
|
Unimed Pharmaceuticals Inc.;
Solvay Pharmaceuticals, Inc.;
Actavis, Inc.; Par Pharmaceuticals, Inc.; Paddock Laboratories, Inc.
|
Brand drug maker Solvay Pharmaceuticals (predecessor to Abbvie) alleged to have filed sham patent litigation and entered into reverse payment agreements with generic mfrs.
|
In re Broiler Chicken Antitrust Litigation
|
Many poultry producers including Tyson and Perdue
|
Price fixing- broiler chickens
|
In re Lipitor Antitrust Litigation
|
Pfizer, Inc.;
Pfizer Manufacturing Ireland;
Warner-Lambert Company;
Warner-Lambert Company LLC;
Ranbaxy, Inc.;
Ranbaxy Pharmaceuticals, Inc.;
Ranbaxy Laboratories Limited
|
Antitrust case alleging conspiracy to delay market entry of a generic version
|
In re: Effexor XR Antitrust Litigation
|
Wyeth, Inc.; American Home Products;
Wyeth-Whitehall Pharmaceuticals;
Wyeth Pharmaceutical Company;
Teva Pharmaceuticals USA, Inc.;
Teva Pharmaceuticals Industries, Ltd.;
|
Antitrust case alleging conspiracy to delay market entry of generic version
|
In re: Processed Egg Products Antitrust Litigation
|
Seventeen Egg Producers including United Egg Producers and Sparboe Farms
|
Price fixing - eggs
|
Supervalu v. Bumble Bee, et al.
|
Starkist Company;
Bumble Bee Foods, LLC;
Tri-Union Seafoods, LLC d/b/a Chicken of the Sea
|
Price fixing – shelf stable packaged seafood
|
1.
|
One or more Obligors maintained, established, contributed to or been obligated to contribute to the following Multiemployer Plans:
|
•
|
United Wire, Metal and Machine Pension Fund (the Woodstock Farms location)
|
•
|
New England Teamsters and Trucking Industry Pension Fund (the Leicester, MA location)
|
•
|
Western Conference of Teamsters Pension Trust
|
•
|
Bakery and Confectionery Union and Industry International Health Benefits Fund
|
•
|
District 77 IAM&AW Welfare Association
|
•
|
Indiana Teamsters Safety Training Educational Trust Fund
|
•
|
IUOE & Pipeline Employers Health & Welfare Fund
|
•
|
Machinists Health & Welfare Trust
|
•
|
Minnesota Teamsters Health & Welfare Plan
|
•
|
Teamsters Joint Council 32 – Employers H&W Fund
|
•
|
Minnesota Teamsters HRA Plan
|
•
|
Montana Teamsters/Contractors-Employers Trust
|
•
|
Montana Teamsters/Contractors-Employers Trust (Retirees)
|
•
|
Montana Teamsters/Contractors-Employers Trust (HRA)
|
•
|
Minneapolis Retail Meat Cutters & Food Handlers Health & Welfare Fund
|
•
|
Automotive, Petroleum & Allied Industries Employees Health & Welfare Trust
|
•
|
Central Pennsylvania Teamsters Health & Welfare Fund
|
•
|
Central States Southeast & Southwest Areas Health & Welfare Fund
|
•
|
Washington Teamsters Welfare Trust
|
•
|
Washington Bakers Trust
|
•
|
Northwest IAM Benefit Trust
|
•
|
Northern Minnesota - Wisconsin Area Retail Food Health and Welfare Fund
|
•
|
Oregon Teamster Employers Trust
|
•
|
Sound Health &Wellness Trust
|
•
|
Southern States Savings Plan
|
•
|
St. Louis Labor Healthcare Network
|
•
|
Teamsters & Employers Welfare Trust of Illinois
|
•
|
Teamsters 206 Employers Trust
|
•
|
Teamsters Local 610 Prescripticare Trust Fund
|
•
|
Teamsters and Food Employers Security Trust Fund
|
•
|
Twin Cities Bakery Workers Health & Welfare Fund
|
•
|
UFCW Local 88 & Employers Health & Welfare Fund
|
•
|
UFCW Local 1189 & St. Paul Food Employers Health and Welfare Plans (formerly Local 789)
|
•
|
UFCW Union Local 655 Welfare Fund
|
•
|
UFCW Unions & Employers Midwest Health Benefits Fund
|
•
|
UFCW Unions & Participating Employers Health and Welfare Fund
|
•
|
UFCW Unions & Participating Employers Legal Fund
|
•
|
Teamsters Medicare Trust for Retired Employees
|
•
|
District 9 IAM&AW Welfare Trust
|
•
|
Locals 302 & 612 IUOE Construction Industry Health and Security Fund
|
•
|
Automotive Machinists Pension Trust
|
•
|
Bakery and Confectionery Union and Industry International Pension Fund
|
•
|
Central Pension Fund of the IUOE and Participating Employers
|
•
|
Central States, SE & SW Areas Pension Fund
|
•
|
Employer-Teamsters Local Nos. 175 & 505 Pension Trust Fund
|
•
|
Employers and Local 534 Grocery Employees Pension Fund
|
•
|
Employers and Local 534 Meat Employees Pension Fund
|
•
|
Food Employers Labor Relations Association (FELRA) and UFCW Pension Fund
|
•
|
International Association of Machinists National Pension Fund
|
•
|
Minneapolis Food Distributing Industry Pension Plan
|
•
|
Minneapolis Retail Meat Cutters and Food Handlers Pension Fund
|
•
|
Minnesota Bakers Union Pension Plan
|
•
|
Minnesota Teamsters 401(k) Plan
|
•
|
Northern Minnesota / Wisconsin Area Retail Clerks Pension Fund
|
•
|
Sound Retirement Trust
|
•
|
UFCW 1189 & St. Paul Food Employers Defined Contribution Plan
|
•
|
UFCW Consolidated Pension Plan
|
•
|
UFCW International Union-Industry Pension Fund
|
•
|
UFCW Union Local 655 Food Employers Joint Pension Plan and Trust
|
•
|
UFCW Unions and Employers Midwest Pension Fund
|
•
|
UFCW Unions and Employers Pension Fund
|
•
|
UFCW Unions and Participating Employers Pension Fund
|
•
|
Stationary Engineers Training Local 286 Journeymen Upgrading, Apprenticeship Training, and Training Trust
|
2.
|
[***]
|
3.
|
Supervalu has withdrawn from certain Multiemployer Plans which could result in Supervalu incurring withdrawal liability under Title IV of ERISA in the future. Supervalu’s estimate of such potential liability is set forth in Supervalu’s Annual Report on Form 10-K, as filed with the SEC on April 24, 2018.
|
4.
|
The SUPERVALU Retirement Plan and Unified Grocers, Inc. Cash Balance Pension Plan have Unfunded Pension Liabilities.
|
5.
|
On April 24, 2018, Supervalu announced that it is pursuing the sale of the corporately owned and operated retail operations of its Shop ‘n Save retail banner based in the Saint Louis, Missouri region (including the operations of the distribution center dedicated to supplying such retail operations) and that those operations are now reported in Supervalu’s financial statements as assets held for sale within discontinued operations. The sale or closure of certain of these operations could result in triggering withdrawal liability under ERISA.
|
6.
|
[***]
|
1.
|
Agreement between UNFI and Teamsters Local Union No. 117, effective March 1, 2017 – February 28, 2021.
|
2.
|
Agreement between UNFI and Chaufers, Teamsters & Helpers Local Union No 238, effective July 2, 2017 – July 1, 2021.
|
3.
|
Agreement between United Natural Foods Inc. and Teamsters Local 493, effective August 1, 2014 – July 31, 2019.
|
4.
|
Agreement between United Natural Trading Co. dba Woodstock Farms Manufacturing Co and Local 810 International Brotherhood of Teamsters, effective July 1, 2017 – March 20, 2019.
|
5.
|
Agreement between Nor-Cal Produce, Inc. and Chauffeurs Teamsters and Helpers Local Union No. 150, effective June 1, 2014 – May 31, 2020.
|
6.
|
Agreement between United Natural Foods Inc. and IBT Local 63 (chartered by the International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America), effective March 12, 2016 – March 20, 2019.
|
7.
|
Agreement between Teamsters Local Union No. 493 and United Natural Foods Inc., effective August 1, 2014 – July 31, 2019.
|
8.
|
Agreement between Teamsters Local No. 445 and United Natural Foods Inc., effective August 1, 2017 – July 31, 2020.
|
9.
|
Agreement between Teamsters Local 419 and United Natural Foods Canada, Inc., effective March 1, 2017 – March 5, 2022.
|
10.
|
Agreement between SuperValu, Inc., Hazelwood (St. Louis) Distribution Company, Inc. and International Association of Machinists and Aerospace Workers, District No. 9, effective May 8, 2016 – November 9, 2019.
|
11.
|
Agreement between Advantage Logistics Rocky Mountain and International Union of Operating Engineers, Local Union No. 1, effective June 20, 2016 –June 15, 2019.
|
12.
|
Agreement between the Lancaster Distribution Center of SuperValu, Inc. and United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO-CLC, Local Union 1035-11, effective October 27, 2015 – January 26, 2019.
|
13.
|
Agreement between SuperValu, Inc. Tacoma – Inventory Control and International Brotherhood of Teamsters, Local Union No. 117, effective July 15, 2018 – July 17, 2021.
|
14.
|
Agreement between SuperValu, Inc. Tacoma - Warehouse and International Brotherhoods of Teamsters, Local Union No. 117, effective July 15, 2018 – July 17, 2021.
|
15.
|
Agreement between Cub Foods, Duluth and United Food and Commercial Workers Union, Local No. 1189, effective November 1, 2017 – October 31, 2020.
|
16.
|
Agreement between United Food and Commercial Workers Union, Local No. 1189 and Cub Gold, effective April 3, 2016 – April 6, 2019.
|
17.
|
Agreement between United Food and Commercial Workers Union, Local No. 1189 and Cub Foods, St. Paul, effective April 3, 2016 – April 6, 2019.
|
18.
|
Agreement between SuperValu, Inc. Fargo Division (Drivers, Warehouse and Office) and International Brotherhood of Teamsters, Local No. 120, effective June 1, 2017 through June 1, 2019.
|
19.
|
Agreement between SuperValu, Inc. Minneapolis (Hopkins) – Drivers and Warehouse and International Brotherhood of Teamsters, Local No. 120, effective June 1, 2018 – May 31, 2022.
|
20.
|
Agreement between SuperValu Stores, Inc. (d/b/a Cub Foods), Grocery – Freeport Store and UFCW Local 1546, effective August 27, 2017 – June 27, 2020
|
21.
|
Agreement between SuperValu Stores, Inc. (d/b/a Cub Foods), Meat – Freeport Store and UFCW Local 1546, effective August 27, 2017 – June 27, 2020.
|
22.
|
Agreement between SuperValu, Inc. – Billings Distribution Center and Teamsters Local Union No. 190, and between SuperValu, Inc. – Great Falls, Montana Drivers and Teamsters Local Union No. 2, effective April 22, 2018 – April 22, 2023.
|
23.
|
Agreement between Bakery, Confectionery, Tobacco Workers and Grain Millers Union, Twin Cities Local 22, AFL-CIO and Cub Foods, effective September 6, 2015 – September 8, 2018.
|
24.
|
Agreement between Shoppers Food and Pharmacy and United Food and Commercial Workers Union, Local 27, effective July 9, 2017 – July 11, 2020.
|
25.
|
Agreement between SuperValu Tacoma Grocery Division and International Association of Machinists and Aerospace Workers, AFL-CIO, District Lodge No. 160, Automotive Machinists, Local No. 297, effective July 10, 2014 – July 14, 2018.
|
26.
|
Collective Bargaining Agreement between SuperValu, Inc. New Stanton and International Brotherhood of Teamsters, Local Union No. 30, effective June 5, 2016 – June 1, 2019 (Driver Agreement).
|
27.
|
Collective Bargaining Agreement between SuperValu, Inc. New Stanton and International Brotherhood of Teamsters, Local Union No. 30, effective June 5, 2016 – June 1, 2019 (Building and Equipment Maintenance Employees).
|
28.
|
Collective Bargaining Agreement between SuperValu, Inc. New Stanton and International Brotherhood of Teamsters, Local Union No. 30, effective June 5, 2016 – June 1, 2019 (Warehouse Agreement).
|
29.
|
Agreement between SuperValu, Inc. and International Brotherhood of Teamsters, Union Local No. 313 (Tacoma Warehouse Receiving & Billing Clerks), effective July 15, 2018 – July 17, 2021.
|
30.
|
Agreement between SuperValu, Inc. and International Brotherhood of Teamsters, Local No. 313, (Tacoma - Drivers) effective July 15, 2018 – July 17, 2021.
|
31.
|
Labor Agreement between SuperValu, Inc. and Bakery, Confectionery, Tobacco Workers and Grain Millers International Union Local 358, (Mechanicsville - Warehouse) effective February 1, 2018 – January 23, 2021.
|
32.
|
Agreement between Shoppers Food and Pharmacy and United Food & Commercial Workers Union, Local 400, effective July 9, 2017 – July 11, 2020.
|
33.
|
Agreement between SuperValu, Inc., Fort Wayne Distribution Center and International Brotherhood of Teamsters, Local Union No. 414, effective June 15, 2017 – September 14, 2019.
|
34.
|
Agreement between Unified Grocers, Inc. Stockton (Automotive Workers) and Teamsters Local 439, effective September 20, 2015 – September 19, 2020.
|
35.
|
Agreement between Unified Grocers, Inc. Stockton (Wholesale Delivery Drivers) and Teamsters Local 439, effective September 20, 2015 – September 19, 2020.
|
36.
|
Agreement between Unified Grocers, Inc. Stockton (Dry Warehouse) and Teamsters Local Union No. 439, effective September 20, 2015 – September 19, 2020.
|
37.
|
Agreement between Unified Grocers, Inc. Stockton (Frozen Foods Warehouse) and Teamsters Local Union No. 439, effective September 19, 2015 – September 19, 2020.
|
38.
|
Agreement between Unified Grocers, Inc. Stockton (Truck Mechanics) and Teamsters Local 439, effective September 19, 2015 and September 19, 2020.
|
39.
|
Agreement between Advantage Logistics Inc. (Denver/Rocky Mountain - Warehouse) and International Brotherhood of Teamsters, Local Union No. 455, effective September 25, 2016 – September 26, 2020.
|
40.
|
Agreement between Advantage Logistics Colorado South (Warehouse) and International Brotherhood of Teamsters, Local Union No. 455, effective April 24, 2016 – April 24, 2021.
|
41.
|
Agreement between Unified Grocers, Inc. (Commerce and Santa Fe Springs, Automotive Workers) and International Brotherhood of Teamsters, Local 495, effective September 20, 2015 – September 19, 2020.
|
42.
|
Agreement between Shop ‘n Save Warehouse Foods, Inc. (Maintenance) and International Brotherhood of Teamsters, Teamsters and Chauffeurs Local Union No. 525, effective July 17, 2016 – July 13, 2019.
|
43.
|
Collective Bargaining Agreement between Shop ‘n Save Warehouse Foods, Inc. (Jerseyville – Meat/Deli) and U.F.C.W. Meat Cutters’ Union Local 534, effective October 7, 2012 – December 13, 2014.
|
44.
|
Collective Bargaining Agreement between Shop ‘n Save Warehouse Foods, Inc. (Metro Illinois - Clerks) and United Food and Commercial Workers International Union, Local 534, effective October 17, 2010 – October 19, 2013.
|
45.
|
Agreement between Shop ‘n Save Warehouse Foods, Inc., a member of the Greater St. Louis Food Employers’ Council (St. Louis - Meat, Deli & Seafood) – and the United Food and Commercial Workers Union, Local No. 534, effective July 18, 2011 – December 14, 2014 (as extended by the Extension Agreement between the Greater St. Louis Food Employers’ Council (Shop ‘n Save St. Louis) and UFCW Local 534.
|
46.
|
Agreement between SuperValu Eastern Region, Mechanicsville, Virginia (Drivers) and International Brotherhood of Teamsters, Local Union No. 592, effective May 7, 2017 – May 7, 2022.
|
47.
|
Collective Bargaining Agreement between SuperValu, Inc., Hazelwood Distribution Company, Inc. (St. Louis – Drivers) and International Brotherhood of Teamsters, Miscellaneous Drivers, Helpers, Health Care and Public Employees Union, Local 610, effective March 27, 2016 – March 30, 2019.
|
48.
|
Agreement between SuperValu Stores, Inc. (Anniston) and International Brotherhood of Teamsters, Local 612, effective March 24, 2017 – March 26, 2022.
|
49.
|
Agreement between SuperValu, Inc., Hazelwood Distribution Company, Inc. (St. Louis - Service Garage) and Automotive, Petroleum and Allied Industries Employees Union, Local No. 618, effective March 27, 2016 – March 30, 2019.
|
50.
|
Agreement between Unified Grocers, Inc. (Stockton and Santa Fe Springs - Frozen Food) and Teamsters Local Union No. 630, effective September 20, 2015 – September 19, 2020.
|
51.
|
Agreement between SuperValu, Inc., Bismarck Distribution Center, Bismarck; North Dakota (Warehouse, Office & Drivers) and International Brotherhood of Teamsters, Local 638, effective June 18, 2017 – September 14, 2019.
|
52.
|
Agreement between Cub Foods (Minneapolis, Monticello – Clerks and Meat) and United Food and Commercial Workers Union, District Local 653, effective March 4, 2018 – March 4, 2023.
|
53.
|
Agreement between Shop ‘n Save Warehouse Foods Inc. (St. Louis – Clerks) and United Food and Commercial Workers Union, Local 655, effective May 9, 2016 – May 11, 2019.
|
54.
|
Agreement between SuperValu, Inc. (Green Bay – Drivers & Warehouse) and International Brotherhood of Teamsters - Drivers, Warehouse & Dairy Employees, Local No. 662, effective June 1, 2016 – May 31, 2019.
|
55.
|
Agreement between SuperValu, Inc. St. Louis Distribution Center (Warehouse) and International Brotherhood of Teamsters, Local Union No. 688, effective July 1, 2017 – September 20, 2019.
|
56.
|
Wholesale Grocery Agreement between SuperValu, Inc. (Tacoma – Ellensburg Drivers) and International Brotherhood of Teamsters, Local Union No. 760, effective July 15, 2018 – July 17, 2021.
|
57.
|
Collective Agreement between Unified Grocers, Inc. (Commerce Dispatching and Routing Clerks) and International Brotherhood of Teamsters, Local Union 848, effective September 20, 2015 – September 19, 2020.
|
58.
|
Agreement between Unified Grocers, Inc. (Commerce - Wholesale Delivery Drivers) and International Brotherhood of Teamsters, Local Union 848, effective September 20, 2015 – September 19, 2020.
|
59.
|
Agreement between Unified Grocers, Inc. (Commerce and Santa Fe Springs - Truck Mechanics) and International Brotherhood of Teamsters, Local Union No. 848, effective September 20, 2015 – September 19, 2020.
|
60.
|
Warehouse Agreement Between Unified Grocers, Inc. and Teamsters Local Union No. 630, effective September 20, 2015 – September 19, 2020.
|
61.
|
Agreement between SHOP ‘n SAVE Warehouse Foods, Inc. (St. Louis - Meat, Delicatessen and Seafood Departments) and United Food and Commercial Workers Union Local No. 88, effective March 27, 2017 – March 28, 2020.
|
62.
|
Collective Bargaining Agreement between Local 881 U.F.C.W and SHOP ‘n SAVE Warehouse Foods, Inc., (St. Louis - Clerks), effective September 21, 2014 – September 23, 2017 (as extended by that certain Contract Extension Agreement Between UFCW Local 881 and Shop ‘n Save Warehouse Foods, Inc. (Metro Illinois Agreement), effective September 24, 2017).
|
63.
|
Agreement between International Brotherhood of Teamsters and Unified Grocers, Inc. (Portland – Warehouse Supplement), effective April 24, 2016 – April 20, 2019.
|
64.
|
Master Agreement between Unified Grocers, Inc. (Portland) and International Brotherhood of Teamsters, Local Unions No. 162, 206, 305, effective April 24, 2016 – April 20, 2019.
|
65.
|
Agreement between International Brotherhood of Teamsters and Unified Grocers, Inc. (Portland – Drivers and Mechanics Supplement), effective April 24, 2016 – April 20, 2019.
|
66.
|
Agreement by and between SUPERVALU, Inc. (Green Bay – Mechanics) and Lodge 1855, International Association of Machinists and Aerospace Workers, effective April 1, 2015 – March 31, 2020.
|
67.
|
Wage and Working Agreement, by and between SuperValu, Inc. Minneapolis Distribution Center (Mechanics) and District Lodge No. 77 of the International Association of Machinists and Aerospace Workers, AFL-CIO, effective November 1, 2017 – October 31, 2020.
|
68.
|
Bargaining Agreement between SuperValu, Inc. Distribution Center Lancaster County, Pennsylvania (Warehouse) and International Brotherhood of Teamsters, Local Union No. 771, effective January 14, 2017 – January 11, 2020.
|
69.
|
Agreement by and between Supervalu, Inc. (Great Falls Cash & Carry) and Teamsters Local Union No. 2, effective April 22, 2018 – April 22, 2023.
|
70.
|
Labor Arbitration between C. Lloyd/Teamsters Local 117 and SUPERVALU (Seattle warehouse) regarding termination of employee. Arbitration decision was adverse, no final determination as to amount awarded.
|
1.
|
Within thirty (30) days after the Closing Date, the Borrowers shall, and shall cause the other Obligors to, deliver to the Applicable Agent all insurance certificates as to coverage under the insurance policies required by
Section 8.6.1
.
|
2.
|
Within thirty (30) days after the Closing Date, the Borrowers shall, and shall cause all such insurance with respect to the Obligors and property constituting ABL Priority Collateral to be endorsed to provide that (i) the Applicable Agent is an additional insured or loss payee, as applicable, (ii) that no cancellation in coverage thereof shall be effective prior to at least thirty (30) days after written notice thereof to the Applicable Agent and (iii) the interest of the Applicable Agent shall not be impaired or invalidated by any act or neglect of any Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy.
|
Instrument
|
Amount Outstanding
|
Secured / Unsecured
|
Equipment Loan, between
[***]
, as borrower,
[***]
, as guarantor, and
[***],
as lender.
|
36,008,411.85
|
Secured
|
Lender
|
Borrower
|
Amount Owed
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
·
|
Interest Rate Swaps Termination Value: $7,318,879.37
|
·
|
Interest Rate Swap Termination Value: $569,984
|
·
|
Fuel Hedge Swaps Termination Value: $(11,632)
|
·
|
July 27, 2006, Agreement of Assumption and Guarantee of Workers’ Compensation Liabilities executed by SVU for the benefit of Albertson’s, Inc. in consideration for the Department of Industrial Relations permission for Albertson’s, Inc. to operate as certified self-insured employers in the State of California. SVU agrees to assume and guarantee to pay all liabilities and obligations which Albertson’s, Inc. may incur as a self-insurer of its California workers’ compensation liabilities on or after 7/27/2006 through 3/21/2013, when Supervalu completed the sale of New Albertson’s Inc. (“
NAI
”).
|
•
|
August 8, 2007, Agreement of Assumption and Guarantee of Workers’ Compensation Liabilities executed by SVU for the benefit of American Drug Stores LLC in consideration for the Department of Industrial Relations permission for American Drug Store LLC to operate as certified self-insured employers in the State of California. SVU agrees to assume and guarantee to pay all liabilities and obligations which American Drug Store LLC may incur as a self-insurer of its California workers’ compensation liabilities arising on or after 8/3/2007 through 3/21/2013, when Supervalu completed the sale of NAI. (the parent company of American Drug Stores LLC).
|
•
|
September 8, 2010, Agreement of Assumption and Guarantee of Worker’s Compensation Liabilities executed by SVU for the benefit of New Albertson’s, Inc. in consideration for the Department of Industrial Relations permission for NAI to operate as certified self-insured employers in the State of California. SVU agrees to assume and guarantee to pay all liabilities and obligations which NAI may incur as a self-insurer of its California workers’ compensation liabilities on or after 9/8/2010 through 3/21/2013, when SVU completed the sale of NAI
|
State
|
Debtor
|
Secured Party
|
Filing Information
|
Collateral
|
VA
|
FF Acquisition, L.L.C.
|
American Bank Note Company, as Agent for the United States Postal Service
|
File No. 02092373445 Filed: 9/23/2002 Lapse Date: 9/23/2012
Continuation
File No. 07070670920
Filed: 7/6/2007
|
The Consigned Goods are all USPS postage delivered to Consignee for sale to the public from all establishments maintained by Consignee, including, but not limited to, First Class postage.
|
VA
|
FF Acquisition, L.L.C.
|
American Greetings Corporation
|
File No. 10031072883
Filed: 3/10/2010
Lapse Date: 3/10/2020
Continuation
File No. 15021356516
Filed: 2/13/2015
Amendment
File No. 15022462497
Filed: 2/24/2015
Amendment
File No. 16082338296
Filed: 8/23/2016
|
Inventory sold or delivered by Secured Party or its affiliates to Debtor.
|
VA
|
FF Acquisition, L.L.C.
|
Community First Bank
|
File No. 12082456298
Filed: 8/24/2012
Lapse Date: 8/24/2017
Full Assignment
File No. 12092157715
Filed: 9/21/2012
Full Assignment
File No. 13022055387
Filed: 2/20/2013
|
Specific leased equipment.
|
State
|
Debtor
|
Secured Party
|
Filing Information
|
Collateral
|
OH
|
Shoppers Food Warehouse Corp.
|
American Greetings Corporation
|
File No. OH00140730723
Filed: 3/10/2010
Lapse Date: 3/10/2020
Continuation
File No. 20150440107
Filed: 2/13/2015
Collateral Amendment
File No. 20150550248
Filed: 2/24/2015
Collateral Amendment
File No. 20162350182
Filed: 8/22/2016
|
Inventory sold or delivered by Secured Party or its affiliates to Debtor.
|
CA
|
Unified Grocers, Inc.
|
Juanita’s Foods
|
File #127317423040
File Date: 6/15/2012
Lapse Date 6/15/2017
Termination:
File #1675622736
File Date: 12/20/2016
|
All Inventory which Secured Party delivers to Debtor pursuant to that certain Consignment Agreement dated March 26, 2012.
|
CA
|
Unified Grocers, Inc.
|
Juanita’s Foods
|
File #127317423161
File Date: 6/15/2012
Lapse Date: 6/15/2017
Termination
File #1675622737
File Date: 12/20/2016
|
All Inventory which Secured Party delivers to Debtor pursuant to that certain Consignment Agreement dated March 26, 2012.
|
CA
|
Unified Grocers, Inc.
|
IMB Credit LLC
|
File #127327421413
File Date 8/31/2012
Lapse Date 8/31/2017
Termination
File #1675604128
File Date: 12/9/2016
|
Equipment and software.
|
CA
|
Unified Grocers, Inc.
|
Banc of America Leasing & Capital, LLC
|
File #127343033218
File Date: 12/31/2012
Lapse Date: 12/31/2017
|
Equipment described in Master Lease Agreement No. 22181-9000 dated March 23, 2011.
|
State
|
Debtor
|
Secured Party
|
Filing Information
|
Collateral
|
CA
|
Unified Grocers, Inc.
|
South Coast Air Quality Management District
|
File #137345977662
File Date 1/24/2013
Lapse Date: 1/24/2018
|
Equipment.
|
CA
|
Unified Grocers, Inc.
|
South Coast Air Quality Management District
|
File #137362861259
File Date: 5/29/2013
Lapse Date: 5/29/2018
|
Equipment.
|
CA
|
Unified Grocers, Inc.
|
South Coast Air Quality Management District
|
File #137365959280
File Date: 6/19/2013
Lapse Date 6/19/2018
|
Equipment.
|
CA
|
Unified Grocers, Inc.
|
BMO Harris Equipment Finance Company
|
File #137392024374
File Date: 12/23/2013
Lapse Date: 12/23/2018
Amendment
File #1473966169
File Date: 1/24/2014
|
Equipment and insurance proceeds.
|
CA
|
Unified Grocers, Inc.
|
BMO Harris Equipment Finance Company
|
File #137392024495
File Date 12/23/2013
Lapse Date 12/23/2018
Amendment
File #1473966168
File Date 1/24/2014
|
Equipment and insurance proceeds.
|
CA
|
Unified Grocers, Inc.
|
BMO Harris Equipment Finance Company
|
File #137392027044
File Date: 12/23/2013
Lapse Date: 12/23/2018
Amendment
File #1473966176
File Date 1/24/2014
|
Equipment and insurance proceeds.
|
CA
|
Unified Grocers, Inc.
|
BMO Harris Equipment Finance Company
|
File #137392027428
File Date 12/23/2013
Lapse Date: 12/23/2018
Amendment
File #1473966177
File Date 1/24/2014
|
Equipment and insurance proceeds.
|
State
|
Debtor
|
Secured Party
|
Filing Information
|
Collateral
|
CA
|
Unified Grocers, Inc.
|
Sutherland Fibre Recycling
|
File #147401958918
File Date 3/6/2014
Lapse Date: 3/6/2019
|
Equipment.
|
CA
|
Unified Grocers, Inc.
|
South Coast Air Quality Management District
|
File #147404084385
File Date 3/20/2014
Lapse Date 3/20/2019
|
Equipment.
|
CA
|
Unified Grocers, Inc.
|
South Coast Air Quality Management District
|
File #147404606789
File Date 3/25/2014
Lapse Date 3/25/2019
|
Equipment.
|
CA
|
Unified Grocers, Inc.
|
BMO Harris Equipment Finance Company
|
File #147436256078
File Date 11/12/2014
Lapse Date 11/12/2019
|
Equipment and insurance proceeds.
|
CA
|
Unified Grocers, Inc.
|
BMO Harris Equipment Finance Company
|
File #147436257342
File Date: 11/12/2014
Lapse Date: 11/12/2019
|
Equipment and insurance proceeds.
|
CA
|
Unified Grocers, Inc.
|
BMO Harris Equipment Finance Company
|
File #147436257463
File Date: 11/12/2014
Lapse Date: 11/12/2019
|
Equipment and insurance proceeds.
|
CA
|
Unified Grocers, Inc.
|
BMO Harris Equipment Finance Company
|
File #147436258232
File Date: 11/12/2014
Lapse Date: 11/12/2019
|
Equipment and insurance proceeds.
|
CA
|
Unified Grocers, Inc.
|
Banc of America Leasing & Capital, LLC
|
File #157469744855
File Date: 6/15/2015
Lapse Date: 6/15/2020
|
Equipment and insurance proceeds.
|
CA
|
Unified Grocers, Inc.
|
BMO Harris Equipment Finance Company
|
File #157471497661
File Date: 6/24/2015
Lapse Date 6/24/2020
|
Equipment and insurance proceeds.
|
CA
|
Unified Grocers, Inc.
|
Banc of America Leasing & Capital, LLC
|
File #157472343753
File Date 6/30/2015
Lapse Date 6/30/2020
|
Equipment and insurance proceeds.
|
CA
|
Unified Grocers, Inc.
|
Banc of America Leasing & Capital, LLC
|
File #157484027654
File Date 9/9/2015
Lapse Date 9/9/2020
|
Equipment and insurance proceeds.
|
State
|
Debtor
|
Secured Party
|
Filing Information
|
Collateral
|
CA
|
Unified Grocers, Inc.
|
Banc of America Leasing & Capital, LLC
|
File #157489993267
File Date: 10/14/2015
Lapse Date: 10/14/2020
|
Equipment and insurance proceeds.
|
CA
|
Unified Grocers, Inc.
|
Banc of America Leasing & Capital, LLC
|
File #157492462575
File Date 10/30/2015
Lapse Date 10/30/2020
|
Equipment and insurance proceeds.
|
CA
|
Unified Grocers, Inc.
|
PNC Equipment Finance, LLC
Fleet Advantage, LLC
|
File #157497358988
File Date 12/1/2015
Lapse Date 12/1/2020
|
All rights of Debtor to Schedule No. 1 of Master Equipment Lease Agreement dated November 18, 2015.
|
CA
|
Unified Grocers, Inc.
|
Canon Financial Services, Inc.
|
File #167520860904
File Date 4/21/2016
Lapse Date 4/21/2021
|
All rights of Debtor to the Assigned Leases and Equipment.
|
CA
|
Unified Grocers, Inc.
|
PNC Equipment Finance, LLC
Fleet Advantage, LLC
|
File #167527937108
File Date 5/27/2016
Lapse Date 5/27/2021
|
All rights of Debtor to Schedule No. 2 of Master Equipment Lease Agreement dated November 18, 2015.
|
CA
|
Unified Grocers, Inc.
|
International Paper Company
|
File #167537597838
File Date 7/21/2016
Lapse Date 7/21/2021
|
Equipment.
|
MO
|
SUPERVALU Holdings, Inc.
|
American Bank Note Company, as Agent for the United States Postal Service
|
File No. 20050068215M
Filed: 6/29/2005
Lapse Date: 6/29/2020
Continuation
File No. 20100060676K
Filed: 6/9/2010
Continuation
File No. 1502195022025
Filed: 2/13/2015
|
The Consigned Goods are all USPS postage delivered to Consignee for sale to the public from all establishments maintained by Consignee, including, but not limited to, First Class postage.
|
State
|
Debtor
|
Secured Party
|
Filing Information
|
Collateral
|
MO
|
SUPERVALU Holdings, Inc.
|
American Greetings Corporation
|
File No. 20100025328E
Filed: 3/10/2010
Lapse Date: 3/10/2020
Continuation
File No. 1502235038390
Filed: 2/23/2015
Amendment
File No. 1608247554554
Filed: 8/23/2016
|
Inventory sold or delivered by Secured Party or its affiliates to Debtor.
|
DE
|
SUPERVALU Inc.
|
Forsythe/McArthur Associates, Inc.
|
File No. 20080714996
Filed: 2/28/2008
Lapse Date: 2/28/2018
Continuation
File No. 20123586692
Filed: 9/18/2012
|
Specific leased equipment.
|
DE
|
SUPERVALU Inc.
|
General Electric Capital Corporation
|
File No. 20081059250
Filed: 3/20/2008
Lapse Date: 3/20/2018
Secured Party Amendment
File No. 20125082773
Filed: 12/28/2012
Continuation
File No. 20125082781
Filed: 12/28/2012
|
Specific leased equipment.
|
DE
|
SUPERVALU Inc.
|
General Electric Capital Corporation
|
File No. 20081059292
Filed: 3/20/2008
Lapse Date: 3/20/2018
Secured Party Amendment
File No. 20125088010
Filed: 12/28/2012
Continuation
File No. 20125088028
Filed: 12/28/2012
|
Specific leased equipment.
|
State
|
Debtor
|
Secured Party
|
Filing Information
|
Collateral
|
DE
|
SUPERVALU Inc.
|
Crown Credit Company
|
File No. 20092161534
Filed: 7/6/2009
Lapse Date: 7/6/2019
Continuation
File No. 20142201762
Filed: 6/6/2014
|
Specific leased equipment.
|
DE
|
SUPERVALU Inc.
|
NCR Corporation
|
File No. 20092513429
Filed: 8/5/2009
Lapse Date: 8/5/2019
Continuation
File No. 20143059110
Filed: 7/31/2014
|
All products, including without limitations, equipment, components, software, deliverables and supplies, whether now or hereafter acquired, which are acquired (directly or indirectly) from NCR Corporation and/or the acquisition of which is financed by NCR Corporation, and all proceeds.
|
DE
|
SUPERVALU Inc.
|
American Greetings Corporation
|
File No. 20100806459
Filed: 3/10/2010
Lapse Date: 3/10/2020
Continuation
File No. 20150636505
Filed: 2/13/2015
Collateral Amendment
File No. 20150775261
Filed: 2/24/2015
Amendment
File No. 20165092620
Filed: 8/22/2016
|
Inventory sold or delivered by Secured Party or its affiliates to Debtor.
|
DE
|
SUPERVALU Inc.
|
Banc of America Leasing & Capital, LLC
|
File No. 20114575224
Filed: 11/30/2011
Lapse Date: 11/30/2016
|
Specific equipment.
|
DE
|
SUPERVALU Inc.
|
Banc of America Leasing & Capital, LLC
|
File No. 20114575240
Filed: 11/30/2011
Lapse Date: 11/30/2016
|
Specific equipment.
|
DE
|
SUPERVALU Inc.
|
Nestle Dreyer’s Ice Cream Company
|
File No. 20115000438
Filed: 12/20/2011
Lapse Date: 12/20/2016
|
Specific consigned
products.
|
DE
|
SUPERVALU Inc.
|
Papyrus/Recycled Greetings, Inc.
|
File No. 20122461111
Filed: 6/26/2012
Lapse Date: 6/26/2017
|
Inventory sold or delivered by Secured Party to Debtor on a scan based trading and consignment basis.
|
State
|
Debtor
|
Secured Party
|
Filing Information
|
Collateral
|
DE
|
SUPERVALU Inc.
|
IBM Credit LLC
|
File No. 20122634972
Filed: 7/9/2012
Lapse Date: 7/9/2017
|
Specific leased equipment.
|
DE
|
SUPERVALU Inc.
|
IBM Credit LLC
|
File No. 20123107341
Filed: 8/10/2012
Lapse Date: 8/10/2017
|
Specific leased equipment.
|
DE
|
SUPERVALU Inc.
|
IBM Credit LLC
|
File No. 20123761444
Filed: 9/28/2012
Lapse Date: 9/28/2017
|
Specific leased equipment.
|
DE
|
SUPERVALU Inc.
|
Banc of America Leasing & Capital, LLC
Citi Finance LLC
Bank of Cape Cod
|
File No. 20130977810
Filed: 3/14/2013
Lapse Date: 3/14/2018
Collateral Amendment
File No. 20131080192
Filed: 3/21/2013
Amendment
File No. 20131958504
Filed: 5/22/2013
Amendment
File No. 20131970707
Filed: 5/23/2013
|
Specific equipment.
|
DE
|
SUPERVALU Inc.
|
IBM Credit LLC
|
File No. 20131479444
Filed: 4/17/2013
Lapse Date: 4/17/2018
|
Specific leased equipment.
|
DE
|
SUPERVALU Inc.
|
IBM Credit LLC
|
File No. 20131769141
Filed: 5/8/2013
Lapse Date: 5/8/2018
|
Specific leased equipment.
|
DE
|
SUPERVALU Inc.
|
Banc of America Leasing & Capital, LLC
|
File No. 20132337609
Filed: 6/18/2013
Lapse Date: 6/18/2018
Collateral Amendment
File No. 20132566801
Filed: 7/3/2013
|
Specific leased equipment.
|
DE
|
SUPERVALU Inc.
|
Bank of Cape Cod
|
File No. 20132990712
Filed: 8/1/2013
Lapse Date: 8/1/2018
|
Specific leased equipment.
|
State
|
Debtor
|
Secured Party
|
Filing Information
|
Collateral
|
DE
|
SUPERVALU Inc.
|
IBM Credit LLC
|
File No. 20133839785
Filed: 10/1/2013
Lapse Date: 10/1/2018
|
Specific equipment.
|
DE
|
SUPERVALU Inc.
|
IBM Credit LLC
|
File No. 20134603222
Filed: 11/21/2013
Lapse Date: 11/21/2018
|
Specific equipment.
|
DE
|
SUPERVALU Inc.
|
Data Sales Co., Inc.
|
File No. 20140082693
Filed: 1/8/2014
Lapse Date: 1/8/2019
|
Specific leased equipment.
|
DE
|
SUPERVALU Inc.
|
Data Sales Co., Inc.
|
File No. 20141709716
Filed: 5/1/2014
Lapse Date: 5/1/2019
|
Specific leased equipment.
|
DE
|
SUPERVALU Inc.
|
CenturyLink Communications, LLC
|
File No. 20141885748
Filed: 5/13/2014
Lapse Date: 5/13/2019
|
Specific equipment.
|
DE
|
SUPERVALU Inc.
|
Consignor
: TNG GP
|
File No. 20143887247
Filed: 9/19/2014
Lapse Date: 9/19/2019
|
Consigned goods.
|
DE
|
SUPERVALU Inc.
|
IBM Credit LLC
|
File No. 20144748711
Filed: 11/24/2014
Lapse Date: 11/24/2019
|
Specific leased equipment.
|
DE
|
SUPERVALU Inc.
|
IBM Credit LLC
|
File No. 20144775862
Filed: 11/25/2014
Lapse Date: 11/25/2019
|
Specific leased equipment.
|
DE
|
SUPERVALU Inc.
|
IBM Credit LLC
|
File No. 20144791000
Filed: 11/26/2014
Lapse Date: 11/26/2019
|
Specific leased equipment.
|
DE
|
SUPERVALU Inc.
|
IBM Credit LLC
|
File No. 20144832580
Filed: 12/2/2014
Lapse Date: 12/2/2019
|
Specific leased equipment.
|
DE
|
SUPERVALU Inc.
|
IBM Credit LLC
|
File No. 20145032339
Filed: 12/11//2014
Lapse Date: 12/11/2019
|
Specific leased equipment.
|
NAME
|
JURISDICTION OF
INCORPORATION/FORMATION
|
Albert's Organics, Inc.
|
New Jersey
|
Blue Marble Brands, LLC
|
Delaware
|
DS & DJ Realty, LLC
|
Florida
|
Fromages de France, Inc
|
California
|
Gourmet Guru, Inc.
|
New York
|
Jedi Merger Sub
|
Delaware
|
Natural Retail Group, Inc. (d/b/a Earth Origins Market)
|
Delaware
|
Nor-Cal Produce, Inc.
|
California
|
SCTC, LLC
|
Florida
|
Select Nutrition, LLC
|
Delaware
|
Tony's Fine Foods
|
California
|
Tutto Pronte
|
California
|
UNFI Canada, Inc.
|
Canada
|
UNFI Transport, LLC
|
Delaware
|
United Natural Foods West, Inc.
|
California
|
United Natural Trading, LLC
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K of United Natural Foods, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ STEVEN L. SPINNER
|
|
|
Steven L. Spinner
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of United Natural Foods, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ MICHAEL P. ZECHMEISTER
|
|
|
Michael P. Zechmeister
Chief Financial Officer
|
|
|
/s/ STEVEN L. SPINNER
|
|
|
Steven L. Spinner
Chief Executive Officer
|
|
|
September 24, 2018
|
|
|
/s/ MICHAEL P. ZECHMEISTER
|
|
|
Michael P. Zechmeister
Chief Financial Officer
|
|
|
September 24, 2018
|