UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  July 30, 2018
 
 
SUPERVALU INC.
(Exact Name of Registrant as Specified in its Charter)
 
 

 
Delaware
 
 
(State or Other Jurisdiction
of Incorporation)
 
1-5418
 
41-0617000
(Commission
File Number)
 
(IRS Employer
Identification No.)

11840 Valley View Road, Eden Prairie, Minnesota
55344
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:  (952) 828-4000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐


Item 1.01.            Entry into a Material Definitive Agreement.

On July 30, 2018, SUPERVALU INC. (the “ Company ”) entered into an agreement (the “ Agreement ”) with Blackwells Capital LLC and Mr. Jason Aintabi (collectively, “ Blackwells ”).

Under the terms of the Agreement, Blackwells has agreed to withdraw its nomination of all director candidates for election at the Company’s upcoming 2018 annual meeting of stockholders (the “ Annual Meeting ”), and to immediately cease all efforts related to its own proxy solicitation in connection with the Annual Meeting.  Blackwells also agreed to withdraw the proposal it had previously submitted for consideration at the Annual Meeting.

The Agreement provides that at the Annual Meeting, Blackwells will cause to be present for quorum purposes and vote all shares of common stock of the Company that it or its affiliates have the right to vote, as of the record date, on the Company’s proxy card in favor of the election of directors nominated by the Company and in accordance with the recommendations of the Board of Directors of the Company (the “ Board ”) on the other proposals.

Blackwells has also agreed to certain customary standstill provisions, which will be in effect until July 30, 2019.

The Agreement provides that each party to the Agreement will be responsible for its own fees and expenses, except that the Company will reimburse Blackwells for certain fees and expenses up to a cap of $700,000.

A copy of the Agreement is filed with this Form 8-K and attached hereto as Exhibit 10.1 and incorporated by reference herein. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement.

Item 8.01.            Other Events.

On August 1, 2018, the Company issued a press release announcing the signing of the Agreement and certain related matters. A copy of the press release is filed with this Form 8-K and attached hereto as Exhibit 99.1.

Item 9.01.            Financial Statements and Exhibits.

(d)            Exhibits.

Exhibit No.
Description of Exhibit
Agreement, dated July 30, 2018, by and among SUPERVALU INC., Blackwells Capital LLC and Mr. Jason Aintabi.
   
Press Release, dated July 31, 2018.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SUPERVALU INC.

 
By:
/s/ Rob N. Woseth
   
Name:
Rob N. Woseth
Date:  July 31, 2018
 
Title:
Executive Vice President and Chief Financial Officer

Exhibit 10.1
STRICTLY CONFIDENTIAL
EXECUTION VERSION

SUPERVALU INC.
11840 Valley View Road
Eden Prairie, Minnesota  55344

July 30, 2018

Blackwells Capital LLC
Mr. Jason Aintabi
600 Madison Avenue, 18 th Floor
New York, New York  10022

Ladies and Gentlemen:

This letter agreement (this “ Agreement ”) constitutes the agreement between SUPERVALU INC., a Delaware corporation (the “ Company ”), Blackwells Capital LLC (“ Blackwells ”) and Jason Aintabi (“ Mr. Aintabi ” and, together with Blackwells, the “ Blackwells Parties ”), with respect to the matters set forth below, including with respect to the election of directors at the Company’s 2018 Annual Meeting of Stockholders (including any adjournment or postponement thereof, the “ 2018 Annual Meeting ”).  Each of the Company, Blackwells and Mr. Aintabi is referred to herein as a “ Party ” and, collectively, as the “ Parties .”  Certain capitalized terms used herein are defined in paragraph 8 below.

1.
Withdrawal of Blackwells Parties’ Director Nominations .  Each Blackwells Party, on behalf of itself and its Affiliates, hereby (a) irrevocably withdraws all director nominations and any related materials, demands or notices submitted to the Company in connection therewith or related thereto with respect to the 2018 Annual Meeting, (b) irrevocably withdraws the proposal notified by or on behalf of it to the Company on March 20, 2018 in connection with the 2018 Annual Meeting and any related materials, demands or notices submitted to the Company in connection therewith or related thereto (the foregoing clauses (a) and (b), collectively, “ Blackwells Nominations and Proposal ”), and (c) agrees not to take any further action with respect to the Blackwells Nominations and Proposal or otherwise related to the 2018 Annual Meeting.  Each Blackwells Party (i) hereby further agrees that it will, and that it will cause its Affiliates and its and their respective representatives to, (x) immediately cease any and all solicitation efforts in connection with the 2018 Annual Meeting and (y) promptly following entry into this Agreement (and in any event within two (2) Business Days thereafter), deliver to the Company any proxies that have been received prior to the date of this Agreement by or on behalf of any Blackwells Party or any of its Affiliates with respect to the 2018 Annual Meeting and (z) promptly (and in any event within two (2) Business Days or, if earlier, prior to the date of the 2018 Annual Meeting) deliver to the Company any proxies that are received from and after the date of this Agreement by or on behalf of any Blackwells Party or any of its Affiliates with respect to the 2018 Annual Meeting, (ii) hereby acknowledges and agrees that no proxies that have been or may be received by or on behalf of any Blackwells Party or any of its Affiliates with respect to the Blackwells Nomination and Proposal will be voted in light of the irrevocable withdrawal by Blackwells of the Blackwells Nominations and Proposal pursuant to the first sentence of this paragraph 1 and (iii) hereby withdraws and terminates all requests for stock list materials and other books and records of the Company under Section 220 of the Delaware General Corporation Law (“ DGCL ”) or other statutory or regulatory provisions providing for shareholder access to books and records, including those made on March 22, 2018, April 13, 2018, May 18, 2018, May 29, 2018 and May 31, 2018.


2.
Voting of Blackwells Parties’ Shares .  At the 2018 Annual Meeting, each Blackwells Party will cause to be present for quorum purposes all shares of Company common stock that such Blackwells Party or any of its Affiliates have the right to vote as of the record date for the 2018 Annual Meeting, and vote or cause to be voted all such common stock on the Company’s proxy card (a) in favor of the election of all of the director nominees recommended for election by the Board of Directors of the Company (the “ Board ”), and against the removal of any such director (unless proposed by the Company) and (b) in accordance with the Board’s recommendation on all other proposals.

3.
Standstill .  From the date of this Agreement until the first-year anniversary hereof (such period, the “ Restricted Period ”), with respect to the Company, each Blackwells Party shall not, and shall cause its Affiliates and their respective principals, directors, members, general partners, officers, employees, consultants and agents and representatives acting on their behalf (collectively, the “ Restricted Persons ”) not to, directly or indirectly, absent prior express written invitation or authorization by the Board:

(a)
engage in any “solicitation” (as such term is used in the proxy rules of the U.S. Securities and Exchange Commission (the “ SEC ”), but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv)), involving the Company, of proxies or consents with respect to the election or removal of directors or any other matter or proposal or become a “participant” (as such term is used in the proxy rules of the SEC) in any such solicitation of proxies or consents;

(b)
knowingly encourage, advise or influence any other Person, or knowingly assist any other Person in so encouraging, advising or influencing any other Person, (i) with respect to the voting or the giving or withholding of any proxy, consent or other authority to vote involving the Company or the taking of any other action with respect to such Person’s Voting Securities or (ii) in conducting any type of referendum, binding or non-binding, involving the Company (in each case, other than such encouragement, advice or influence that is consistent with the Company management’s recommendation in connection with such matter);

(c)
form, join or participate in any way in any “group” as defined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), with respect to any Voting Securities, other than solely with other Affiliates of Blackwells with respect to Voting Securities now or hereafter owned by them;

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(d)
acquire, or offer, seek or agree to acquire, by purchase or otherwise, or direct any third party in the acquisition of, any Voting Securities or assets of the Company, or rights or options to acquire any Voting Securities or assets of the Company (other than solely through the exercise of Voting Securities held by such Blackwells Party prior to the date of this Agreement and (i) identified by such Blackwells Party in its public filings with the SEC prior to the date of this Agreement or (ii) identified by such Blackwells Party in its public filings made with the SEC on the date of this Agreement, to the extent such Voting Securities were specified in drafts of such filings provided by such Blackwells Party to the Company on the date of this Agreement prior to entry into this Agreement);

(e)
sell, offer or agree to sell all or substantially all voting rights decoupled from the underlying Voting Securities held by any Blackwells Party or any of its Affiliates, directly or indirectly, through swap or hedging transactions or otherwise;

(f)
make, or in any way participate with any other Person (other than (i) the voting of Voting Securities held by any Blackwells Party prior to the date of this Agreement and identified by such Blackwells Party in its public filings with the SEC prior to the date of this Agreement and (ii) the receipt of consideration on the same terms as other holders of Company securities), directly or indirectly, in any, or any proposal that would reasonably be expected to result in any, tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or similar transaction involving the Company or its subsidiaries or its or their securities or assets; or make, directly or indirectly, any proposal, either alone or in concert with others, to the Company or the Board that would reasonably be expected to require a public announcement regarding any such transaction;

(g)
enter into a voting trust, arrangement or agreement or subject any Voting Securities to any voting trust, arrangement or agreement, in each case other than solely with other Affiliates of Blackwells, with respect to Voting Securities now or hereafter owned by them;

(h)
(A) seek, alone or in concert with others, election or appointment to, or representation on, the Board or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board, (B) seek, alone or in concert with others, the removal of any member of the Board, or (C) conduct a referendum of shareholders;

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(i)
make or be the proponent of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise) for consideration by the Company’s shareholders;

(j)
make any request for stock list materials or other books and records of the Company under Section 220 of the DGCL or other statutory or regulatory provisions providing for shareholder access to books and records;

(k)
institute, solicit, assist or join any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions) in order to effect or take any of the actions expressly prohibited by this paragraph 4; provided , however , that for the avoidance of doubt, the foregoing shall not prevent any Restricted Person from (i) bringing litigation against the Company to enforce the provisions of this Agreement, (ii) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against a Restricted Person, or bringing a responsive independent action against the Company should counterclaims be deemed insufficient to defend such Blackwells Party’s interests, (iii) responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes (each, a “ Legal Requirement ”) in connection with any legal proceeding (the “ Legal Proceeding ”) if such Legal Proceeding has not been initiated by, or on behalf of, or at the suggestion of, the Blackwells Parties; provided , further , that in the event any of the Blackwells Parties or any of the Blackwells Representatives (as such term is defined below) receives any Legal Requirement, such Blackwells Parties or Blackwells Representatives shall give prompt written notice of such Legal Requirement to the Company; provided , however , that this clause (k) shall not require any Blackwells Party to opt out of any class action lawsuits against the Company not initiated in violation of this clause (k) (“ Class Actions ”) and to which such Blackwells Party is a party solely as a result of the Blackwells Parties’ ownership of Voting Securities during the class period applicable to such Class Actions;

(l)
publicly disclose any intention, plan or arrangement inconsistent with any provisions of this paragraph 4;

(m)
enter into any negotiations, agreements or understandings with any third party to take any action that any Blackwells Party is prohibited from taking pursuant to this paragraph 4; or

(n)
make any request or submit any proposal to amend or waive the terms of this Agreement, in each case which would reasonably be expected to result in a public announcement of such request or proposal.

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4.
Mutual Non-Disparagement .  During the Restricted Period:

(a)
each Blackwells Party shall refrain from making, and shall cause its Affiliates and its and their respective principals, directors, members, general partners, officers and employees, consultants and agents and representatives (the “ Blackwells Representatives ”) not to make or cause to be made, any statement or announcement that disparages, defames, slanders, or impugns or is reasonably likely to damage the reputation of (any such statements, a “ Disparaging Statement ”), the Company or any of its Affiliates, subsidiaries, or any of its or their respective current or former officers, directors or employees (the “ Company Representatives ”) (including any such statements or announcements regarding the Company’s strategy, operations, products, performance or services, any material transaction entered into or proposed to be entered into (or not) by the Company or the subject matter of the Blackwells Nominations and Proposal); provided that this paragraph 4(a) shall cease to apply from and after the time, if any, that the Company shall have materially breached paragraph 4(b) during the Restricted Period; and

(b)
the Company shall refrain from making, and shall cause each of its agents, representatives and Affiliates, including its directors, not to make or cause to be made, and shall not cause its other officers and employees to make or cause to be made, Disparaging Statements about the Blackwells Representatives; provided that this paragraph 4(b) shall cease to apply from and after the time, if any, that any Blackwells Party shall have materially breached paragraph 4(a) during the Restricted Period.

Nothing in this paragraph 4 will prohibit the making of any factual statement required to be made by applicable law, rules or regulations, or any factual statement in any compelled testimony or the production of information, whether by legal process, subpoena or as part of a response to a request for information from any governmental authority with jurisdiction over the Party from whom information is sought.

5.
Websites .  Each Blackwells Party shall, and shall cause its Affiliates to, promptly (and in any event within twenty-four (24) hours after entry into this Agreement) modify or disable (and not permit to be re-enabled during the Restricted Period) the website “www.savesupervalu.com” and any other websites they directly or indirectly maintain with respect to their prior solicitation efforts and/or campaigns with respect to the Company or the 2018 Annual Meeting.

6.
Representations and Warranties of the Company .  The Company represents and warrants to the Blackwells Parties that (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes a valid and binding obligation and agreement of the Company.

7.
Representations and Warranties of the Blackwells Parties .  Each Blackwells Party represents and warrants to the Company that (a) the authorized signatory of Blackwells set forth on the signature page hereto has the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind it thereto, (b) this Agreement has been duly authorized, executed and delivered by such Blackwells Party and constitutes a valid and binding obligation of such Blackwells Party.

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8.
Certain Defined Terms .

(a)
“ Affiliate ” shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and Affiliates of a specified Person shall include Persons who become Affiliates of such Person subsequent to the date of this Agreement.

(b)
“ Business Day ” shall mean any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed.

(c)
“ Controlled ,” “ controlling ” and “ controlled by ” shall have the meanings set forth in Rule 12b-2 promulgated under the Exchange Act.

(d)
“ Person ” shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure.

(e)
“ Voting Securities ” shall mean the shares of common stock of the Company and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies.

9.
Affiliates .  The Parties agree that they will cause their Affiliates, and their respective employees and other representatives, to comply with the terms of this Agreement.

10.
Specific Performance .  Each Blackwells Party, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other Parties hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including the payment of money damages).  It is accordingly agreed that each Blackwells Party, on the one hand, and the Company, on the other hand (the “ Moving Party ”), shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other Parties hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity.  This paragraph 10 is not the exclusive remedy for any violation of this Agreement.

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11.
Expenses .  Blackwells has submitted documentation of its actual out-of-pocket third-party professional fees and expenses incurred in connection with (a) the 2018 Annual Meeting, including any and all nominations and solicitation efforts in connection therewith and all matters related thereto, and (b) the negotiation, execution and effectuation of this Agreement and the transactions contemplated hereby, that is, in each case of clauses (a) and (b), incurred at or prior to the date of this Agreement.  Within two (2) Business Days after the date of this Agreement, the Company shall reimburse Blackwells for the foregoing expenses, by wire transfer or transfers in accordance with such wire instructions included in Exhibit A attached hereto; provided , that such reimbursement shall not exceed $700,000 in the aggregate.  Except as otherwise provided in this paragraph 11, all fees, costs and expenses incurred by each of the Parties hereto and their Affiliates shall be borne by such Party.

12.
Severability .  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  It is hereby stipulated and declared to be the intention of the Parties that, except as set forth in the foregoing sentence, the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable.  In addition, the Parties agree to use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.

13.
Notices .  Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered:  (a) upon receipt, when delivered personally, (b) upon receipt, when sent by  facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party), or (c) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same.  The addresses and facsimile numbers for such communications shall be:

If to the Company:

SUPERVALU INC.
11840 Valley View Road
Eden Prairie, Minnesota  55344
Facsimile:            (952) 947-3528
Attention:           Stuart D. McFarland, Senior Vice President, General
                           Counsel and Corporate Secretary

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With a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz
51 West 52 nd Street
New York, New York  10019
Facsimile:            (212) 403-2000
Attention:            Igor Kirman, Esq.
                            DongJu Song, Esq.

If to any Blackwells Party:

Blackwells Capital LLC
Mr. Jason Aintabi
600 Madison Avenue, 18 th Floor
New York, New York  10022
Facsimile:            (212) 792-6097
Attention:            Jason Aintabi

With a copy (which shall not constitute notice) to:

Vinson & Elkins LLP
666 Fifth Avenue, 26 th Floor
New York, New York  10103
Facsimile No:  (917) 849-5379
Attention:            Lawrence Elbaum, Esq.
                            Patrick Gadson, Esq.

14.
Governing Law .  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof that would result in the application of the laws of another jurisdiction.  Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware).  Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts.  Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable legal requirements, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

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15.
Counterparts; Headings .  This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Parties (including by means of electronic delivery or facsimile).  The paragraph headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement.

16.
Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries; Waiver of Jury Trial .  This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter.  There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein.  No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Parties.  No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.  All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.  The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns (collectively, such Parties’ the “ Successors ”).  No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any Blackwells Party, the prior written consent of the Company, and with respect to the Company, the prior written consent of Blackwells.  This Agreement is solely for the benefit of the Parties hereto and their Successors and is not enforceable by any other Persons.  Each of the Parties, after consulting or having had the opportunity to consult with counsel, knowingly, voluntarily and intentionally waives any right that such Party may have had to a trial by jury in any litigation based on or arising out of this Agreement or any related instrument or agreement, or any of the transactions contemplated thereby, or any related course of conduct, dealing, statements (whether oral or written), or actions of any of them.

17.
Interpretation .  Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel.  Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation.  Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

[ Signature page follows ]

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date hereof.

 
SUPERVALU INC.
     
 
By:
 /s/ Mark Gross
   
Name:  Mark Gross
   
Title:    President and Chief Executive Officer

 
BLACKWELLS CAPITAL LLC
     
 
By:
/s/ Jason Aintabi
   
Name:  Jason Aintabi
   
Title:    Chief Investment Officer

 
JASON AINTABI
   
 
/s/ Jason Aintabi
   

Exhibit 99. 1

SUPERVALU Announces Agreement with Blackwells Capital

Blackwells Agrees to Support All SUPERVALU Nominees at 2018 Annual Meeting

MINNEAPOLIS – July 31, 2018 – SUPERVALU INC. (NYSE:SVU) today announced that it has entered into an agreement with Blackwells Capital.

Pursuant to the terms of the agreement, Blackwells has agreed to withdraw its director nominees and vote all of its shares in support of SUPERVALU’s full slate of directors at the Company’s upcoming 2018 Annual Meeting of Stockholders, to be held on August 16, 2018. Blackwells has also withdrawn its stockholder proposal to be considered at the 2018 Annual Meeting and agreed to abide by certain customary standstill provisions, which will be in effect until July 30, 2019.

“We are pleased to have reached this agreement with Blackwells, as we may now dedicate our full attention to continuing to operate our business and to completing the transaction with UNFI, which delivers a substantial premium and immediate and certain value to our stockholders,” said Donald Chappel, Chairman of the Board.

The full agreement between SUPERVALU and Blackwells will be filed on a Form 8-K with the U.S. Securities and Exchange Commission.

Barclays and Lazard are serving as financial advisors and Wachtell, Lipton, Rosen & Katz is serving as legal advisor to SUPERVALU.

About SUPERVALU INC.

SUPERVALU INC. is one of the largest grocery wholesalers and retailers in the U.S. with annual sales of approximately $15 billion. SUPERVALU serves customers across the United States through a network of 3,606 stores composed of 3,495 wholesale primary stores operated by customers serviced by SUPERVALU’s food distribution business and 111 traditional retail grocery stores in continuing operations operated under three retail banners in three geographic regions (store counts as of June 16, 2018). Headquartered in Minnesota, SUPERVALU has approximately 23,000 employees (in continuing operations). For more information about SUPERVALU visit www.supervalu.com.


Forward Looking Statements

This communication contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. SUPERVALU’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, SUPERVALU’s expectations with respect to future performance and anticipated financial impacts of the business combination with UNFI, the satisfaction of the closing conditions to the business combination and the timing of the completion of the business combination. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside SUPERVALU’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement relating to the proposed business combination; (2) the outcome of any legal proceedings that may be instituted against UNFI or SUPERVALU following the announcement of the merger agreement and the transactions contemplated therein; (3) the inability to complete the business combination, including due to failure to obtain approval of the shareholders of SUPERVALU or other conditions to closing in the merger agreement; (4) risks related to the financing of the transaction; (5) the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; (6) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (7) costs related to the business combination; (8) risks related to the disruption of the transaction to SUPERVALU and its management; (9) the effect of announcement of the transaction on SUPERVALU’s ability to retain and hire key personnel and maintain relationships with customers, suppliers and other third parties; and (10) other risks and uncertainties identified in UNFI’s and SUPERVALU’s filings with the Securities and Exchange Commission (“SEC”). More information about other potential factors that could affect SUPERVALU’s business and financial results is included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and SUPERVALU’s Report on Form 10-K for the fiscal year ended February 24, 2018, as amended, and any updates to those risk factors set forth in UNFI’s and SUPERVALU’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov. The foregoing list of factors is not exclusive. SUPERVALU cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. SUPERVALU does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, other than as required by applicable law.

Additional Information will be Filed with the SEC

SUPERVALU INC. (including any successor thereof, “SUPERVALU”) plans to file with the SEC a proxy statement in connection with the contemplated transaction (the “Proxy Statement”), and SUPERVALU may file with the SEC other documents regarding the proposed transaction. The definitive Proxy Statement will be mailed to shareholders of SUPERVALU. SHAREHOLDERS OF SUPERVALU ARE URGED TO READ THE PROXY STATEMENT REGARDING THE TRANSACTION CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC BY SUPERVALU, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors will be able to obtain free copies of the Proxy Statement (when available) and other documents filed with the SEC by SUPERVALU through the website maintained by the SEC at www.sec.gov<http://www.sec.gov>. Free copies of the Proxy Statement (when available) and other documents filed with the SEC can also be obtained by directing a request to SUPERVALU INC., Investor Relations, P.O. Box 990, Minneapolis, MN 55344.


Participants in the Solicitation

UNFI, SUPERVALU and their respective directors and certain of their executive officers and employees may be deemed to be participants in the solicitation of proxies from the shareholders of SUPERVALU in respect of the proposed transaction. Information regarding SUPERVALU’s directors and executive officers is available in its proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on July 2, 2018, and information regarding UNFI’s directors and executive officers is available in its proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on November 3, 2017. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy and other relevant materials to be filed with the SEC when they become available. Free copies of this document may be obtained as described in the preceding paragraph.

Contacts

For Investors:
Steve Bloomquist, 952-828-4144
steve.j.bloomquist@supervalu.com

or

For Media:

Jeff Swanson, 952-903-1645
jeffrey.s.swanson@supervalu.com

or

Joele Frank, Wilkinson Brimmer Katcher
James Golden / Leigh Parrish
212-355-4449