Southeastern Grocers to Close 19 Stores in Georgia

Staff Report From Georgia CEO

Friday, March 16th, 2018

Southeastern Grocers announced that it has entered into a Restructuring Support Agreement with a group of creditors collectively holding 80% of its 8.625%/9.375% Senior PIK Toggle Notes ("Unsecured Notes") due September 2018 and its private equity sponsor regarding the terms of a comprehensive financial restructuring that will position the Company for long-term financial health. SEG will continue operating throughout this process, and the Company's associates remain focused on exceeding the needs of customers and consistently delivering great service, quality and value in SEG's stores.

Anthony Hucker, President and Chief Executive Officer of SEG, said, "The agreement we announced today is an important step in Southeastern Grocers' transformation to put our company in the best position to succeed in the extremely competitive retail market in which we do business. With a foundation built on iconic, heritage banners, and with the strong support of our leadership team, we will work through this process as quickly and efficiently as possible. We are excited to emerge with the optimal store footprint and greater financial flexibility to invest in Southeastern Grocers' growth."

Consummating the transactions contemplated under the RSA is expected to significantly strengthen the Company's balance sheet. The restructuring will decrease overall debt levels by over $500 million and maintain the Company's strong liquidity position under the new post-emergence Revolving Credit Facility. The significant reduction in debt will result in reduced interest expense, allowing the Company to invest more cash flow back into the business in the form of increased capital expenditures for store remodels and new stores.

Mr. Hucker continued, "Southeastern Grocers is faced with a critical milestone in its transformation and we have made choices for our future and long-term growth potential. We conducted a thorough review of our strategic options and determined that this financial restructuring is in the best interests of our associates, customers, supplier partners and the communities in which we serve. Southeastern Grocers is a strong, viable business and is building momentum with robust performance and new store concepts that resonate with our associates, customers and communities. This course of action enables us to continue writing the story for our company and our iconic, heritage banners in the Southeast."

Under the terms of the proposed restructuring:

  • The Company's outstanding secured debt obligations, including its Secured Notes and the 2014 Revolving Credit Facility, will be paid in full.

  • The Company has secured 100% committed exit financing in the form of a senior secured six-year  term loan facility in the original principal amount of $525 million and an asset-based lending (ABL) revolving credit facility.

  • The Unsecured Notes will be cancelled in exchange for 100% of equity in the reorganized Company.

  • Holders of general unsecured claims, including supplier partners, contract counterparties, and all other trade creditors will receive payment in full on account of existing obligations in the ordinary course of business.

  • The holder of the Company's existing equity will receive a five-year warrant (subject to dilution) and certain global settlement consideration.

  • 582 stores will continue to operate throughout the Company's footprint. 94 stores will close, many of which will have their related leases rejected and lease rejection claims rendered unimpaired. A full list of stores closing is available at www.segrocers.com/restructuring.

The Company plans to implement the terms of the proposed financial restructuring by soliciting votes from holders of its Unsecured Notes and holders of its existing equity on a pre-packaged plan of reorganization and commencing voluntary cases under chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware by the end of March.

With a deleveraged balance sheet and an optimal store base, the Company will be able to focus its resources on stores with the greatest potential for growth and improve the financial health of the overall business.

Mr. Hucker remarked, "We expect our financial health and free cash flow to improve in the newly reorganized company, and although the restructuring contemplates certain store closings, SEG is committed to ensuring that all associates continue to be treated with the utmost dignity, respect and compassion. We will continue every day to provide our associates with a great place to work and our customers with a store experience they can count on. On behalf of the Southeastern Grocers leadership team, I want to thank our many talented associates for their dedication and loyalty in serving our customers and community day in and day out."