Supervalu Proposes New Corporate Structure

Supervalu has proposed reorganizing itself into a holding company to facilitate the segregation of its wholesale and retail operations and support its ongoing strategic transformation amid ongoing pressure from a dissident shareholder.

Under a plan described in a proxy statement filed late Tuesday, the Minneapolis-based wholesaler proposed that a subsidiary known as Supervalu Enterprises would become the publicly traded parent of its entities through a merger of Supervalu and another subsidiary created for the purpose of effectuating the transaction called Supervalu Merger Sub.

Following the merger, Supervalu Enterprises would change its name to Supervalu Inc., while the current company—the holder of its wholesale and retail assets—would be a wholly owned subsidiary known as Supervalu Operations.

The company said the proposal would facilitate its ongoing strategic plan to transform itself behind wholesaling by allowing it to separate its wholesale and retail operations in an “efficient and strategic manner.”

“We have been executing a strategic transformation of our business over the last two years to become the wholesale supplier of choice for grocery retailers across the United States, while also executing initiatives to deliver long-term stockholder value,” Mark Gross, Supervalu’s president and CEO, said in a statement. “The proposed holding company structure is another significant and important undertaking by our team that would support and advance our transformation by further separating our wholesale and retail operations in a tax efficient manner.”

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The deal would also facilitate previously announced intentions to sell certain retail assets; better segregate liabilities into respective business segments; increase financial flexibility; and provide potential tax benefits of up to $300 million over 15 years.

Shareholders of Supervalu, who under the plan would become owners of the holding company, are expected to vote on the proposal at Supervalu’s annual meeting—a date for which has yet to be announced. Also at that meeting, shareholders are to consider a slate of six director nominees proposed by activist shareholder Blackwells Capital, which has been engaged in a campaign to influence what it said would be initiatives to appreciate the value of its stock, including potential asset sales and a merger with another wholesaler.

Supervalu has resisted the efforts of Blackwells and in its proxy statement June 12 urged shareholders to vote against the Blackwells candidates. The restructuring announcement did not connect the new structure to the proxy fight.

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Blackwells’ argument is based upon what it said was historical underperformance of Supervalu stock relative to peers, and has derided the current strategic plan as “half-measures.”

In its proxy statement, Supervalu said the reorganization would put a timetable on the sale of its retail units in order to realize the potential tax benefits before expiration of a capital loss carryforward in February 2019. The company in April announced it was seeking a buyer for its Shop n’ Save and Shop n’ Save East divisions, and shut down its money-losing Farm Fresh banner, selling about half of those units piecemeal.

“The board has previously announced that it intends to seek to sell certain of our retail assets to third parties and focus on the company’s wholesale business,” the proxy statement read. “However, we may not be able to identify a third party for such a strategic transaction, or any third parties that we do identify may not be willing to agree to terms that are acceptable to us.”

Supervalu has also executed a sale-leaseback deal to monetize eight of its warehouses, generating $483 million.

The company has insisted these moves are all related to a strategic transformation set in motion by Gross, who took over for Wayne Sales in February 2016. Blackwells first revealed its holdings publicly in October and said late last month it owned about 7.3% of the company’s stock.