BRUSSELS, Belgium, August 12, 2013 - Delhaize Group (Euronext Brussels: DELB, NYSE: DEG), the Belgian international food retailer, announced today that its subsidiary Delhaize America, LLC (“Delhaize America” or the “Issuer”) has commenced a consent solicitation with respect to proposed amendments (“Proposed Amendments”) to the indentures (the “Indentures”) governing the Issuer’s $70,697,000 outstanding 8.05% Notes due 2027 (CUSIP No. 344775AC5) and $271,406,000 outstanding 9.00% Debentures due 2031 (CUSIP Nos.246688AF2 and 246688AB1) (collectively, the “Securities”), upon the terms and subject to the conditions set forth in the Consent Solicitation Statement dated August 12, 2013 (the “Consent Solicitation Statement”).
Delhaize America is soliciting consents from holders of record of the Securities (“Holders”) as of 5:00 p.m., New York City time, on August 9, 2013 (such date and time, the “Record Date”). The purpose of the Proposed Amendments is to amend certain provisions in the Delhaize America Indentures to align them with the corresponding provisions of the indentures under which Delhaize Group (Delhaize America’s ultimate parent company) has issued its debt securities. We plan to issue any future long-term debt through Delhaize Group and to cease issuing long-term debt through Delhaize America, which has not issued long-term debt since 2001. Notwithstanding the Proposed Amendments, all other terms and conditions to the Indentures will remain unchanged, including the existing covenants restricting liens and sale and lease-back transactions.
The Proposed Amendments to the Indentures are described in detail in the Consent Solicitation Statement. Holders of the Securities should carefully read and consider the information in the Consent Solicitation Statement.
Delhaize America is offering a consent fee of $15.00 per $1,000 principal amount of its Securities to Holders that validly provide their consent to the Proposed Amendments by 5:00 p.m., New York City time on August 20, 2013. Delhaize America’s obligation to accept consents and pay a consent fee to consenting Holders is subject to the conditions as set forth in the Consent Solicitation Statement.
BofA Merrill Lynch is acting as the Solicitation Agent for the consent solicitation. D.F. King & Co., Inc., is acting as the Information Agent and Tabulation Agent. Questions concerning the terms of this solicitation should be directed to BofA Merrill Lynch at (888) 292-0070 (U.S. Toll-Free) or (980) 683-3215 (Collect). Requests for assistance in completing the consent form or requests for additional copies of the Consent Solicitation Statement should be directed to D.F. King & Co., Inc. at (800) 967-7635 (U.S. Toll-Free) or (212) 269-5550 (Collect) or by email at Delhaize@dfking.com.
This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any Securities or any other securities. This announcement is also not a solicitation of consents with respect to the Proposed Amendments or any securities. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable U.S. state or non-U.S. securities or “blue sky” laws.
Delhaize Group is a Belgian international food retailer present in ten countries on three continents. At the end of the second quarter of 2013, Delhaize Group’s sales network consisted of 3 455 stores. In 2012, Delhaize Group posted €21.0 billion ($27.0 billion) in revenues and €104 million ($134 million) in net profit (Group share). At the end of 2012, Delhaize Group employed approximately 158 000 people. Delhaize Group’s stock is listed on NYSE Euronext Brussels (DELB) and the New York Stock Exchange (DEG).