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EFTA01382462

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Amendment No. 3 to Form S-1 Table of Contents AB ACQUISITION LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements the termination, certain plan participants were required to purchase equity of AB acquisition at an amount equal to 50.0% of their LTIPs payouts upon closing of the Safeway acquisition. The total value of units purchased by these plan participants was approximately $33.2 million. Note 1S—Related Parties Symphony Investors LLC Tender Offer On March 21, 2013, associated with the NAI acquisition, Symphony Investors LLC ("Symphony"), which is owned by a consortium of investors led by Cerberus, acquired 21.1% of SuperValu shares. Symphony held 20.7% of SuperValu shares at February 28. 2015. Transition Services Agreement with SuperValu The Consolidated Financial Statements include expenses for certain support functions provided by SuperValu through Transition Services Agreements ("TSA") including, but not limited to, general corporate expenses related to finance, legal, information technology, warehouse and distribution, human resources, communications, processing and handling cardholder data and procurement of goods. Prior to March 21, 2013, the cost structure of the TSA was based mainly on the number of Company stores and distribution centers serviced by SuperValu, as well as a fixed annual fee of $20.0 million. On March 21, 2013, the Company entered into a new TSA with SuperValu for a total annual fee of $200.0 million, paid monthly over the first 12 months of the new TSA. In December 2013, the fee of $200.0 million was renegotiated with SuperValu and reduced to $193.0 million. Beginning in month 13, fees are calculated on a per-store and distribution center basis of fixed and variable costs for services. The Company also paid a transition fee of $60.0 million amortized on a straight line basis over the 30-month life of the agreement. On September 12, 2014, the Company exercised its right to renew the term of the TSA with Sup

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