Sobeys Announces Pricing of $300.0 Million Notes Offering

STELLARTON, NS, July 9, 2014 /CNW/ - Sobeys Inc., wholly-owned subsidiary of Empire Company Limited, announced today that it has priced an offering of $300.0 million aggregate principal amount of floating rate senior unsecured Notes due July 14, 2016. The Notes are being offered through an agency syndicate consisting of Scotia Capital Inc. and BMO Nesbitt Burns Inc. as co-lead private placement agents, and including CIBC World Markets Inc., National Bank Financial Inc. and TD Securities Inc. The offering is expected to close on July 14, 2014, subject to customary closing conditions.

The Notes will be issued at par for aggregate gross proceeds of $300.0 million and will bear interest at a rate equal to the 3-month bankers' acceptance rate (CDOR) plus 63 basis points (or 0.63%), to be set quarterly on the 14th day of July, October, January and April of each year. The interest rate for the initial quarterly period will be set on the expected closing date of July 14, 2014. Interest will be payable in cash quarterly, in arrears, over the two-year term on the 14th day of July, October, January and April of each year, commencing October 14, 2014.

Sobeys intends to use the net proceeds of the offering to repay indebtedness outstanding under its existing non-revolving, amortizing term credit facility.  Immediately following Sobeys' acquisition of the Canada Safeway business on November 4, 2013, the amount outstanding under this credit facility was $1,825.0 million.  The current amount outstanding on this credit facility is $1,325.0 million and is expected to reduce to approximately $1,025.0 million as a result of the Notes offering.

The Notes are being offered in Canada on a private placement basis in reliance upon exemptions from the prospectus requirements under applicable securities legislation. The Notes have not been and will not be qualified for sale to the public under applicable securities laws in Canada and, accordingly, any offer and sale of the Notes in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration under, or an applicable exemption from the registration requirements of, the U.S. Securities Act. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer to sell or a solicitation of an offer to buy the Notes in any jurisdiction where it is unlawful to do so.

About Empire
Empire Company Limited (TSX: EMP.A) is a Canadian company headquartered in Stellarton, Nova Scotia.  Empire's key businesses include food retailing and related real estate.  With $21 billion in annual sales and approximately $12.2 billion in assets, Empire and its subsidiaries, including franchisees and affiliates, employ more than 125,000 people.

About Sobeys Inc.
Proudly Canadian, with headquarters in Stellarton, Nova Scotia, Sobeys has been serving the food shopping needs of Canadians for 107 years. A wholly-owned subsidiary of Empire Company Limited (TSX:EMP.A), Sobeys owns or franchises approximately 1,500 stores in all 10 provinces under retail banners that include Sobeys, Safeway, IGA, Foodland, FreshCo, Thrifty Foods, and Lawton's Drug Stores as well as more than 330 retail fuel locations. Sobeys and its franchise affiliates employ more than 125,000 people. The company's purpose is to help Canadians Eat Better, Feel Better and Do Better. More information on Sobeys Inc. can be found at www.sobeyscorporate.com.

This news release contains forward-looking information reflecting management's expectations regarding timing and completion of the agreed offering and final use of proceeds. The forward-looking statements in this news release are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from current expectations, including satisfaction of various closing conditions. The Company does not undertake to update any forward-looking statements that may be made from time to time by them or on their behalf other than as required by applicable securities laws.

SOURCE: Empire Company Limited