Yes, it is in the merger agreement, do a search/find for SpinCo. This is the SEC Merger Filing document (97 page file).HCal wrote: ↑February 5th, 2023, 9:06 pmInteresting, may I ask where you got this information? Have they publicly disclosed the agreement and the formula?storewanderer wrote: ↑February 5th, 2023, 10:21 am
The formula to calculate the sale price of stores to SpinCo is already defined in the merger agreement. I consider that formula to represent the "floor" value for the stores being sold. There are different formulas depending if the store is a Kroger or an Albertsons. I also found it odd the merger agreement spelled out those different formulas since as you interpret, which I too interpreted, the way the agreement reads, SpinCo would be made up of only Albertsons Stores.
This is how they define it, with regards to establishing a price to charge SpinCo for stores:
Other thing I see is they have targeted a date in October 2023 to have this whole SpinCo plan/allocation of assets determined.
“Four-Wall EBITDA” means, for the thirteen four-week periods ending on the last day of
the four-week period nearest to, and at least thirty (30) days prior to, the Closing Date, (i) with respect to
a Company Store, Store-level retail EBITDA (including as it relates to any fuel center associated with
such Store) for such period, excluding allocated division and corporate overhead costs, and (ii) with
respect to a Parent Store, EBITDA (including as it relates to any fuel center associated with such Store)
as reported on such Store’s operating statement for such period, excluding intracompany rent costs,
division overhead allocation costs, corporate overhead allocation costs and technology allocation costs, in
each case of clauses (i) and (ii), calculated in a manner consistent with the historical methodology and
practice of the Company and Parent, as applicable, in each case of (i) and (ii) in accordance with an
illustrative example set forth in Section 1.1(a) of the Company Disclosure Letter."