Sec Form 13G Filing - Cerberus Capital Management L.P. filing for Albertsons Companies Inc. (ACI) - 2023-02-14

(Name of Issuer)

(Title of Class of Securities)

013091103

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

*

The 12,515,316 shares of Common Stock are owned directly by L-A V ABS, LLC (“L-A V ABS”). L-A V ABS is managed by its members, Dean S. Adler and Gerald A. Ronon, who can be removed and replaced by Lubert-Adler Real Estate Fund V, L.P. (“L-A RE Fund V”), the controlling member of L-A V ABS, with the consent of ABS Opportunities, LLC. As a result, Mr. Adler, Mr. Ronon and L-A RE Fund V may be deemed to share beneficial ownership of the reported shares. Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Company and to the joint filing on behalf of each of them of this statement on Schedule 13G with respect to the Common Stock. As a result, each Sponsor may be deemed to beneficially own the shares of Common Stock held by the Sponsors, in the aggregate. L-A V ABS does not have a pecuniary interest in the shares of Common Stock Company held by the other Sponsors.

*

Includes 12,515,316 shares of Common Stock owned directly by L-A V ABS and 474,065 shares of Common Stock owned directly by L-A RE Fund V. L-A RE Fund V’s general partner is Lubert-Adler Group V, L.P (“L-A Group V”). L-A Group V’s general partner is Lubert-Adler Group V, LLC (“L-A Group V LLC”). Ira M. Lubert and Dean S. Adler are the members of L-A Group V LLC. As a result, L-A Group V, L-A Group V LLC, Mr. Lubert and Mr. Adler may be deemed to share beneficial ownership of the reported shares. Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Company and to the joint filing on behalf of each of them of this statement on Schedule 13G with respect to the Common Stock. As a result, each Sponsor may be deemed to beneficially own the shares of Common Stock held by the Sponsors, in the aggregate. L-A RE Fund V does not have a pecuniary interest in the shares of Common Stock held by the other Sponsors other than L-A V ABS.

*

Includes 12,515,316 shares of Common Stock owned directly by L-A V ABS and 474,065 shares of Common Stock owned directly by L-A RE Fund V. Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Company and to the joint filing on behalf of each of them of this statement on Schedule 13G with respect to the Common Stock. As a result, each Sponsor may be deemed to beneficially own the shares of Common Stock held by the Sponsors, in the aggregate. L-A Group V does not have a pecuniary interest in the shares of Common Stock held by the Sponsors other than L-A V ABS and L-A RE Fund V.

*

Includes 12,515,316 shares of Common Stock owned directly by L-A V ABS and 474,065 shares of Common Stock owned directly by L-A RE Fund V. Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Company and to the joint filing on behalf of each of them of this statement on Schedule 13G with respect to the Common Stock. As a result, each Sponsor may be deemed to beneficially own the shares of Common Stock held by the Sponsors, in the aggregate. L-A Group V LLC does not have a pecuniary interest in the shares of Common Stock held by the Sponsors other than L-A V ABS and L-A RE Fund V.

*

The 5,672,291 shares of Common Stock are owned directly by Lubert-Adler Real Estate Fund VI, L.P. (“L-A RE Fund VI”). The general partner of L-A RE Fund VI is Lubert-Adler Group VI, L.P. (“L-A Group VI”). L-A Group VI’s general partner is Lubert-Adler Group VI, LLC (“L-A Group VI LLC”). Ira M. Lubert and Dean S. Adler are the members of L-A Group VI LLC. As a result, L-A Group VI, L-A Group VI LLC, Mr. Lubert and Mr. Adler may be deemed to share beneficial ownership of the reported shares. Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Company and to the joint filing on behalf of each of them of this statement on Schedule 13G with respect to the Common Stock. As a result, each Sponsor may be deemed to beneficially own the shares of Common Stock held by the Sponsors, in the aggregate. L-A RE Fund VI does not have a pecuniary interest in the shares of Common Stock held by the other Sponsors.

*

The 1,608,363 shares of Common Stock are owned directly by Lubert-Adler Real Estate Fund VI-A, L.P. (“L-A RE Fund VI-A”). The general partner L-A RE Fund VI-A is L-A Group VI. L-A Group VI’s general partner is L-A Group VI LLC. Ira M. Lubert and Dean S. Adler are the members of L-A Group VI LLC. As a result, L-A Group VI, L-A Group VI LLC, Mr. Lubert and Mr. Adler may be deemed to share beneficial ownership of the reported shares. Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Company and to the joint filing on behalf of each of them of this statement on Schedule 13G with respect to the Common Stock. As a result, each Sponsor may be deemed to beneficially own the shares of Common Stock held by the Sponsors, in the aggregate. L-A RE Fund VI-A does not have a pecuniary interest in the shares of Common Stock held by the other Sponsors.

*

Includes 5,672,291 shares of Common Stock owned directly by L-A RE Fund VI and 1,608,363 shares of Common Stock owned directly by L-A RE Fund VI-A. Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Company and to the joint filing on behalf of each of them of this statement on Schedule 13G with respect to the Common Stock. As a result, each Sponsor may be deemed to beneficially own the shares of Common Stock held by the Sponsors, in the aggregate. L-A Group VI does not have a pecuniary interest in the shares of Common Stock held by the Sponsors other than L-A RE Fund VI and L-A RE Fund VI-A.

*

Includes 5,672,291 shares of Common Stock owned directly by L-A RE Fund VI and 1,608,363 shares of Common Stock owned directly by L-A RE Fund VI-A. Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Company and to the joint filing on behalf of each of them of this statement on Schedule 13G with respect to the Common Stock. As a result, each Sponsor may be deemed to beneficially own the shares of Common Stock held by the Sponsors, in the aggregate. L-A Group VI LLC does not have a pecuniary interest in the shares of Common Stock held by the Sponsors other than L-A RE Fund VI and L-A RE Fund VI-A.

*

The 4,314,996 shares of Common Stock are owned directly by Lubert-Adler Real Estate Fund VI-B, L.P. (“L-A RE Fund VI-B”). L-A RE Fund VI-B’s general partner is Lubert-Adler Group VI-B, L.P (“L-A Group VI-B”). L-A Group VI-B’s general partner is Lubert-Adler Group VI-B, LLC (“L-A Group VI-B LLC”). Ira M. Lubert and Dean S. Adler are the members of L-A Group VI-B LLC. As a result, L-A Group VI-B, L-A Group VI-B LLC, Mr. Lubert and Mr. Adler may be deemed to share beneficial ownership of the reported shares. Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Company and to the joint filing on behalf of each of them of this statement on Schedule 13G with respect to the Common Stock. As a result, each Sponsor may be deemed to beneficially own the shares of Common Stock held by the Sponsors, in the aggregate. L-A RE Fund VI-B does not have a pecuniary interest in the shares of Common Stock held by the other Sponsors.

*

Includes 4,314,996 shares of Common Stock owned directly by L-A RE Fund VI-B. Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Company and to the joint filing on behalf of each of them of this statement on Schedule 13G with respect to the Common Stock. As a result, each Sponsor may be deemed to beneficially own the shares of Common Stock held by the Sponsors, in the aggregate. L-A Group VI-B does not have a pecuniary interest in the shares of Common Stock held by the Sponsors other than L-A RE Fund VI-B.

*

Includes 4,314,996 shares of Common Stock owned directly by L-A RE Fund VI-B. Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Company and to the joint filing on behalf of each of them of this statement on Schedule 13G with respect to the Common Stock. As a result, each Sponsor may be deemed to beneficially own the shares of Common Stock held by the Sponsors, in the aggregate. L-A Group VI-B LLC does not have a pecuniary interest in the shares of Common Stock held by the Sponsors other than L-A RE Fund VI-B.

*

The 33,157,624 shares of Common Stock are owned directly by L-A Saturn Acquisition, L.P. (“L-A Saturn”). L-A Saturn’s general partner is L-A Group Saturn, LLC (“L-A Group Saturn”). Ira M. Lubert and Dean S. Adler are the managers of L-A Group Saturn. As a result, L-A Group Saturn, Mr. Lubert and Mr. Adler may be deemed to share beneficial ownership of the reported shares. Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Company and to the joint filing on behalf of each of them of this statement on Schedule 13G with respect to the Common Stock. As a result, each Sponsor may be deemed to beneficially own the securities of the Company held by the Sponsors, in the aggregate. L-A Saturn does not have a pecuniary interest in the shares of Common Stock held by the other Sponsors.

*

Includes 33,157,624 shares of Common Stock owned directly by L-A Saturn. Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Company and to the joint filing on behalf of each of them of this statement on Schedule 13G with respect to the Common Stock. As a result, each Sponsor may be deemed to beneficially own the shares of Common Stock held by the Sponsors, in the aggregate. L-A Group Saturn does not have a pecuniary interest in the shares of Common Stock held by the Sponsors other than L-A Saturn.

*

The 386,099 shares of Common Stock are owned directly by L-A Asset Management Services, L.P. (“L-A Asset Management Services”). L-A Asset Management Services’ general partner is Lubert-Adler GP - West, LLC (“L-A GP - West”). Ira M. Lubert and Dean S. Adler are the members of L-A GP - West. As a result, L-A GP - West, Mr. Lubert and Mr. Adler may be deemed to share beneficial ownership of the reported shares. Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Company and to the joint filing on behalf of each of them of this statement on Schedule 13G with respect to the Common Stock. As a result, each Sponsor may be deemed to beneficially own the shares of Common Stock held by the Sponsors, in the aggregate. L-A Asset Management Services does not have a pecuniary interest in the shares of Common Stock held by the other Sponsors.

*

Includes 386,099 shares of Common Stock owned directly by L-A Asset Management Services. Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Company and to the joint filing on behalf of each of them of this statement on Schedule 13G with respect to the Common Stock. As a result, each Sponsor may be deemed to beneficially own the shares of Common Stock held by the Sponsors, in the aggregate. L-A GP - West does not have a pecuniary interest in the shares of Common Stock held by the Sponsors other than L-A Asset Management Services.

*

Includes 12,515,316 shares of Common Stock owned directly by L-A V ABS, 474,065 shares of Common Stock owned directly by L-A RE Fund V, 5,672,291 shares of Common Stock owned directly by L-A RE Fund VI, 1,608,363 shares of Common Stock owned directly by L-A RE Fund VI-A, 4,314,996 shares of Common Stock owned directly by L-A RE Fund VI-B, 33,157,624 shares of Common Stock owned directly by L-A Saturn and 386,099 shares of Common Stock owned directly by L-A Asset Management Services. Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Company and to the joint filing on behalf of each of them of this statement on Schedule 13G with respect to the Common Stock. As a result, each Sponsor may be deemed to beneficially own the shares of Common Stock held by the Sponsors, in the aggregate. The reporting person does not have a pecuniary interest in the shares of Common Stock held by the Sponsors other than L-A V ABS, L-A RE Fund V, L-A RE Fund VI, L-A Fund VI-A, L-A Fund VI-B, L-A Saturn and L-A Asset Management Services. The reporting person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

*

Includes 12,515,316 shares of Common Stock owned directly by L-A V ABS, 474,065 shares of Common Stock owned directly by L-A RE Fund V, 5,672,291 shares of Common Stock owned directly by L-A RE Fund VI, 1,608,363 shares of Common Stock owned directly by L-A RE Fund VI-A, 4,314,996 shares of Common Stock owned directly by L-A RE Fund VI-B, 33,157,624 shares of Common Stock owned directly by L-A Saturn and 386,099 shares of Common Stock owned directly by L-A Asset Management Services. Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Company and to the joint filing on behalf of each of them of this statement on Schedule 13G with respect to the Common Stock. As a result, each Sponsor may be deemed to beneficially own the shares of Common Stock held by the Sponsors, in the aggregate. The reporting person does not have a pecuniary interest in the shares of Common Stock held by the Sponsors other than L-A V ABS, L-A RE Fund V, L-A RE Fund VI, L-A Fund VI-A, L-A Fund VI-B, L-A Saturn and L-A Asset Management Services. The reporting person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

*

Includes 12,515,316 shares of Common Stock owned directly by L-A V ABS. Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Company and to the joint filing on behalf of each of them of this statement on Schedule 13G with respect to the Common Stock. As a result, each Sponsor may be deemed to beneficially own the securities of the Company held by the Sponsors, in the aggregate. The reporting person does not have a pecuniary interest in the shares of Common Stock held by the Sponsors other than L-A V ABS. The reporting person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

*

KRS ABS, LLC (“KRS ABS”) and KRSX Merge, LLC (“KRSX Merge” and, together with KRS ABS, the “Kimco Holders”), each an indirect subsidiary of Kimco Realty Corporation (“Kimco Realty”) and a holder of shares of Class A common stock of Albertsons Companies Inc., a Delaware corporation (the “Issuer”), have entered into a stockholders agreement, dated June 25, 2020 (the “Stockholders Agreement”), among the Issuer and certain other holders of Class A common stock (such holders, together with KRS ABS and KRSX Merge, the “Sponsors”). Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Issuer until such time as the Kimco Holders beneficially own less than 5% of the outstanding Class A common stock of the Issuer. The Kimco Holders are deemed to own 4.8% of the shares of Class A common stock of the Issuer as of December 31, 2022. As a result, the Kimco Holders have ceased to be a party to the Stockholders Agreement and a member of the group. None of KRS ABS and KRSX Merge, or their respective affiliates, including Kimco Realty, has a pecuniary interest in the securities of the Issuer held by the other Sponsors.

250 Parkcenter Blvd.

Boise, Idaho 83706

This report on Schedule 13G is being jointly filed by:

1.      Cerberus Capital Management, L.P., on behalf of (a) Cerberus Albertsons Incentive LLC and (b) Cerberus Iceberg, LLC, each of which are funds managed by Cerberus Capital Management, L.P. and/or one or more of its affiliates, and which funds are members of the group identified in Item 8 below.

2.      Jubilee ABS Holding LLC

3.      Klaff Realty, LP

4.      LA-V ABS LLC

5.      Lubert-Adler Real Estate Fund V, LP (for itself and as successor in merger with Lubert-Adler Real Estate Parallel Fund V, LP)

6.      Lubert-Adler Group V, L.P

7.      Lubert-Adler Group V, LLC

8.      Lubert-Adler Real Estate Fund VI, LP

9.      Lubert-Adler Group VI, L.P.

10.  Lubert-Adler Group VI, LLC

11.  Lubert-Adler Real Estate Fund VI-A, LP

12.  Lubert-Adler Real Estate Fund VI-B, LP

13.  Lubert-Adler Group VI-B, L.P.

14.  Lubert-Adler Group VI-B, LLC

15.  L-A Saturn Acquisition, LP

16.  L-A Group Saturn, LLC

17.  L-A Asset Management Services, LP

18.  Lubert-Adler GP - West, LLC

19.  Ira M. Lubert

20.  Dean S. Adler

21.  Gerald A. Ronon

22.  Kimco Realty Corporation and its direct or indirect subsidiaries Kimkon Inc., Kimsouth Realty Inc., KRS ABS, LLC and KRSX Merge, LLC.

Item 2(b). Address of Principal Business Office or, if None, Residence:

1. The address for Cerberus Capital Management, L.P. is:

c/o Cerberus Capital Management, L.P.

875 Third Avenue, 11th Floor

New York, New York 10022

2. The address for Jubilee ABS Holding LLC is:

4300 E. Fifth Ave.

Columbus, Ohio 43219

3. The address for Klaff Realty, LP is:

35 East Wacker Drive

Suite 2900

Chicago, IL 60601

4. The address for LA-V ABS LLC and Dean S. Adler is 171 17th Street NW, Suite 1575, Atlanta, GA 30363.

5. The address for Lubert-Adler Real Estate Fund V, LP (for itself and as successor in merger with Lubert-Adler Real Estate Parallel Fund V, LP), Lubert-Adler Group V, L.P, Lubert-Adler Group V, LLC, Lubert-Adler Real Estate Fund VI, LP, Lubert-Adler Real Estate Fund VI-A, LP, Lubert-Adler Group VI, L.P., Lubert-Adler Group VI, LLC, Lubert-Adler Real Estate Fund VI-B, LP, Lubert-Adler Group VI-B, L.P., Lubert-Adler Group VI-B, LLC, Ira M. Lubert and Gerald Ronon is 2400 Market Street, Suite 301, Philadelphia, PA 19103-3033.

6. The address for L-A Saturn Acquisition, LP and L-A Group Saturn, LLC is The FMC Tower, 2929 Walnut Street, Suite 1530, Philadelphia, PA 19104.

7. The address for L-A Asset Management Services, LP and Lubert-Adler GP - West, LLC is 435 Devon Park Drive, Building 500, Wayne, PA 19087.

8. The address for each of Kimco Realty Corporation, Kimkon Inc., Kimsouth Realty Inc., KRS ABS, LLC and KRSX Merge, LLC is:

500 North Broadway, Suite 201

Jericho, New York 11753

Item 2(c). Citizenship:

1. Cerberus Capital Management, L.P. is organized under the laws of the State of Delaware.

2. Jubilee ABS Holding LLC is organized under the laws of the State of Ohio.

3. Klaff Realty, LP is organized under the laws of the State of Delaware.

4. LA-V ABS LLC, Lubert-Adler Real Estate Fund V, LP (for itself and as successor in merger with Lubert-Adler Real Estate Parallel Fund V, LP), Lubert-Adler Group V, L.P, Lubert-Adler Group V, LLC, Lubert-Adler Real Estate Fund VI, LP, Lubert-Adler Group VI, L.P., Lubert-Adler Group Vi, LLC, Lubert-Adler Real Estate Fund VI-B, LP, Lubert-Adler Group VI-B, L.P., Lubert-Adler Group VI-B, LLC, L-A Saturn Acquisition, LP, L-A Group Saturn, LLC and L-A Asset Management Services, LP are organized under the laws of the State of Delaware.

5. Lubert-Adler Real Estate Fund VI-A, LP, and Lubert-Adler GP - West, LLC are organized under the laws of the State of Pennsylvania.

6. Ira M. Lubert, Dean S. Adler and Gerald A. Ronon are citizens of the United States.

7. Kimco Realty Corporation is organized under the laws of the State of Maryland. Each of Kimkon Inc., Kimsouth Realty Inc., KRS ABS, LLC and KRSX Merge, LLC is organized under the laws of the State of Delaware.

Item 4. Ownership:

The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference.

All percentages calculated in this Schedule 13G are based upon an aggregate of 590,927,798 shares of Common Stock outstanding as of December 3, 2022 as indicated in the Company’s Quarterly Report on Form 10-Q filed January 10, 2023.

1. Cerberus Iceberg LLC

2. Cerberus Albertsons Incentive LLC

3. KLA A Markets, LLC

4. K-Saturn, LLC

5. A-S Klaff Equity, LLC

6. Klaff-W LLC

7. LA-V ABS LLC

8. Lubert-Adler Real Estate Fund V, LP (for itself and as successor in merger with Lubert-Adler Real Estate Parallel Fund V, LP)

9. Lubert-Adler Real Estate Fund VI, LP

10. Lubert-Adler Real Estate Fund VI-A, LP

11. Lubert-Adler Real Estate Fund VI-B, LP

12. L-A Saturn Acquisition, LP

13. L-A Asset Management Services, LP

Title: Principal of Klaff Realty, LP 

Title: Chief Financial Officer, Principal and Treasurer 

Chief Financial Officer, Principal and Treasurer 

Chief Financial Officer, Principal and Treasurer 

Chief Financial Officer, Principal and Treasurer 

Chief Financial Officer, Principal and Treasurer 

Chief Financial Officer, Principal and Treasurer 

Chief Financial Officer, Principal and Treasurer 

Chief Financial Officer, Principal and Treasurer 

Chief Financial Officer, Principal and Treasurer 

Chief Financial Officer, Principal and Treasurer 

Chief Financial Officer, Principal and Treasurer 

Chief Financial Officer, Principal and Treasurer 

Chief Financial Officer, Principal and Treasurer 

Chief Financial Officer, Principal and Treasurer 

Chief Financial Officer, Principal and Treasurer 

R. Eric Emrich, Attorney-in-Fact for Ira M. Lubert 

R. Eric Emrich, Attorney-in-Fact for Dean S. Adler 

Title: Executive Vice President