~~Table~~ Use ofthese ~~Contents~~links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS

As ~~filed~~Table ~~with~~of ~~the~~Contents ~~Securities and Exchange Commission on September 26, 2013~~

~~Registration~~As ~~No.~~filed with the Securities and Exchange Commission on October ~~333-~~ 19, 2020.

~~UNITED~~ ~~STATES~~Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

~~Washington,~~FORM ~~D.C.~~S-1 REGISTRATION ~~20549~~STATEMENT UNDER THE SECURITIES ACT OF 1933

~~FORM~~SOUTHEASTERN ~~S-1~~GROCERS, INC. (Exact name of registrant as specified in its charter)

~~REGISTRATION~~Delaware ~~STATEMENT~~(State or Other Jurisdiction of Incorporation or Organization) 5411 (Primary Standard Industrial Classification Code Number) 27-1845190 (I.R.S. Employer Identification Number)

~~UNDER~~8928 Prominence Parkway #200 Jacksonville, Florida 32256 (904) 783-5000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

~~THE~~M. ~~SECURITIES~~Sandlin ~~ACT~~Grimm Chief OFLegal ~~1933~~Officer 8928 Prominence Parkway #200 Jacksonville, Florida 32256 (904) 783-5000 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

~~Southeastern~~Copies ~~Grocers~~to: Alexander D. Lynch, ~~LLC~~Esq. Barbra J. Broudy, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 (Phone) (212) 310-8007 (Fax) Marc D. Jaffe, Esq. Stelios G. Saffos, Esq. Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1894 (Phone) (212) 751-4864 (Fax)

(Approximate date of commencement of proposed sale to bethe ~~converted~~public: As ~~into~~soon ~~Southeastern~~as ~~Grocers,~~practicable ~~Inc~~after the effective date of this Registration Statement.)

~~(Exact~~ If any ~~name~~ of ~~registrant~~the assecurities ~~specified~~being inregistered ~~its~~on ~~charter)~~this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

Delaware		5411		27-1845190
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

~~5050~~ If ~~Edgewood~~this ~~Court~~Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

~~Jacksonville~~ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, ~~Florida~~check ~~32254~~the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

~~(904)~~ Indicate ~~783~~by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-~~5000~~accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act in Rule 12b-2 of the Exchange Act.

~~(Address,~~Large ~~including~~accelerated ~~zip~~filer ~~code,~~o ~~and~~Accelerated ~~telephone~~filer ~~number,~~ o Non-accelerated filer ý Smaller reporting company o Emerging growth company o

~~including~~ If an ~~area~~emerging ~~code~~growth company, ofindicate by check mark if the registrant’s ~~principal~~has ~~executive~~elected ~~offices~~not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. o

~~Randall~~CALCULATION ~~Onstead~~OF REGISTRATION FEE

Chief Executive Officer

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee




Common stock, $0.001 par value per share	$100,000,000	$10,910.00

(1): Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) promulgated under the Securities Act of 1933, as amended.
(2): Includes shares of common stock that may be issuable upon exercise of an option to purchase additional shares granted to the underwriters. See "Underwriting."

~~Southeastern~~ The ~~Grocers~~Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, ~~LLC~~as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

~~5050~~ ~~Edgewood~~Table ~~Court~~of Contents

~~Jacksonville,~~The ~~Florida~~information ~~32254~~in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

~~(904)~~Subject ~~783-5000~~to Completion

~~(Name,~~Preliminary ~~address,~~Prospectus ~~including zip code~~dated , ~~and telephone number, including area code, of agent for service)~~ 2020

~~Copies to:~~ PROSPECTUS

~~Jeffrey~~Shares A. Chapman Peter W. Wardle Gibson, Dunn & Crutcher LLP 2100 McKinney Ave., Suite 1100 Dallas, TX 75201 tel: (214) 698-3100 fax: (214) 571-2900 Keith M. Townsend Jeffrey M. Stein King & Spalding LLP 1180 Peachtree Street, NE Atlanta, GA 30309 tel: (404) 572-4600 fax: (404) 572-5100

~~Approximate~~Southeastern ~~date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement~~Grocers, Inc.

IfCommon ~~any~~Stock ~~of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ¨~~

If This ~~this form~~ is ~~filed~~an toinitial ~~register~~public ~~additional~~offering ~~securities~~of ~~for~~shares anof ~~offering~~common ~~pursuant~~stock toof ~~Rule~~Southeastern Grocers, ~~462~~Inc. (bthe "Company"). ~~under~~The ~~the~~selling ~~Securities~~stockholders ~~Act,~~named in ~~check~~this ~~the following~~prospectus ~~box~~are ~~and~~offering ~~list~~shares ~~the~~of ~~Securities~~our ~~Act~~common ~~registration~~stock. ~~statement~~We ~~number~~will ofnot ~~the~~be ~~earlier~~selling ~~effective~~any ~~registration~~shares ~~statement~~in ~~for~~this offering and will not receive any proceeds from the ~~same~~sale ~~offering: ¨~~of our common stock by the selling stockholders.

If Prior to this ~~form~~offering, isthere ahas ~~post-effective~~been ~~amendment~~no ~~filed~~public ~~pursuant~~market ~~to Rule 462(c)~~for ~~under~~our ~~the~~common ~~Securities~~stock. ~~Act,~~It ~~check~~is currently estimated that the ~~following~~initial ~~box~~public offering price per share will be between $ and ~~list~~$ . ~~the~~We ~~Securities~~intend ~~Act~~to ~~registration~~apply ~~statement~~to ~~number~~have ofour common stock listed on the ~~earlier~~New ~~effective~~York ~~registration~~Stock ~~statement~~Exchange ~~for~~("NYSE") under the ~~same offering~~symbol "SEGR. ¨"

If Investing ~~this~~in ~~form~~our iscommon astock ~~post-effective~~involves ~~amendment~~a ~~filed~~high ~~pursuant~~degree toof ~~Rule 462(d)~~risk. ~~under~~See ~~the~~"Risk ~~Securities~~Factors" ~~Act,~~beginning ~~check~~on page ~~the~~17 ~~following~~to ~~box~~read ~~and~~about ~~list~~factors ~~the~~you ~~Securities~~should ~~Act~~consider ~~registration~~before ~~statement~~buying ~~number~~shares of ~~the~~our ~~earlier effective~~common ~~registration statement for the same offering: ¨~~ stock.

~~Indicate~~ Neither ~~by check mark whether~~ the ~~registrant~~Securities isand aExchange ~~large~~Commission ~~accelerated~~(the ~~filer,~~"SEC") annor ~~accelerated~~any ~~filer,~~state asecurities ~~non-accelerated~~commission ~~filer,~~has orapproved ~~a smaller~~or ~~reporting~~disapproved ~~company. See the definitions~~ of ~~“large~~these ~~accelerated~~securities ~~filer,”~~or ~~“accelerated~~determined ~~filer”~~if ~~and~~this ~~“smaller~~prospectus ~~reporting~~is ~~company”~~truthful inor ~~Rule~~complete. ~~12b-2~~Any ofrepresentation to the ~~Exchange~~contrary ~~Act.~~is ~~(Check~~a ~~one):~~criminal offense.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨

	Per Share	Total

Initial public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds, before expenses, to the selling stockholders	$	$

(Do1)See "Underwriting" ~~not~~for ~~check~~additional ifinformation aregarding ~~smaller~~total ~~reporting~~underwriting ~~company)~~discounts and commission and estimated offering expenses.

~~CALCULATION~~ To the OFextent ~~REGISTRATION~~that ~~FEE~~the underwriters sell more than shares of common stock, the underwriters have an option to purchase up to an additional shares of common stock from the selling stockholders at the initial public offering price less the underwriting discounts and commissions, for 30 days after the date of this prospectus. We will not receive any proceeds from the sale of our common stock by the selling stockholders pursuant to any exercise of the underwriters' option to purchase additional shares.

Title of Each Class of Securities to be Registered		Proposed Maximum Aggregate OfferingPrice(1)(2)		Amount of Registration Fee
Common Stock, par value $0.001 per share		$500,000,000		$68,200

The underwriters expect to deliver the shares to investors against payment in New York, New York on or about , 2020.

~~(1)~~BofA ~~Includes~~Securities ~~shares~~Goldman ~~that~~Sachs ~~the~~& ~~underwriters have the option to purchase~~Co. ~~See “Underwriting.”~~LLC

~~(2)~~Deutsche ~~Estimated~~Bank ~~solely~~Securities ~~for~~BMO ~~the~~Capital ~~purpose~~Markets ofTruist ~~calculating the registration fee under Rule 457(o) of the~~ Securities ~~Act~~Wells ofFargo ~~1933, as amended.~~Securities

The ~~Registrant hereby amends this Registration Statement on such date or~~ ~~dates as may be necessary to delay its effective~~ date ~~until~~of ~~the Registrant shall file a further amendment which specifically states that~~ this ~~Registration~~prospectus ~~Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission~~is , ~~acting pursuant to said Section 8(a), may determine~~2020.

Table of Contents

~~The~~ TABLE ~~information~~OF contained in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. CONTENTS

SUBJECT TO COMPLETION, DATED SEPTEMBER 26, 2013

		Page

Prospectus Summary			1
Risk Factors			17
Cautionary Note Regarding Forward-Looking Statements			46
Use of Proceeds			48
Dividend Policy			49
Capitalization			50
Dilution			52
Selected Historical Consolidated Financial Data			53
Management's Discussion and Analysis of Financial Condition and Results of Operations			55
Business			75
Management			92
Executive and Director Compensation			97
Principal and Selling Stockholders			117
Certain Relationships and Related Party Transactions			118
Description of Material Indebtedness			120
Description of Capital Stock			123
Shares Eligible for Future Sale			126
Certain Material U.S. Federal Income Tax Considerations for Non-U.S. Holders			128
Underwriting			132
Legal Matters			140
Experts			140
Where You Can Find More Information			140
Index to Financial Statements			F-1

~~PRELIMINARY~~ Through ~~PROSPECTUS~~and including , 2020 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

~~Shares~~ Neither we, the selling stockholders nor the underwriters (or any of our or their respective affiliates) have authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we, the selling stockholders nor the underwriters (or any of our or their respective affiliates) take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We, the selling stockholders and the underwriters (or any of our or their respective affiliates) are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any free-writing prospectus is only accurate as of its date, regardless of its time of delivery or the time of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

~~Southeastern~~ Trademarks ~~Grocers,~~and ~~Inc.~~Trade Names

~~Common~~ We ~~Stock~~and our subsidiaries own or have the rights to various trademarks, trade names, service marks and copyrights, including the following: Winn-Dixie, Harveys, Fresco y Más, BI-LO, Chek, SE Grocers and Prestige. Solely for convenience, the trademarks, trade names, service marks and copyrights referred to herein are listed without the ©, ® and ™ symbols, but such references are not intended to

~~$ per share~~ i

~~This~~Table ~~is the initial public offering~~ of our common stock. We are selling shares of our common stock. We currently expect the initial public offering price to be between $ and $ per share of common stock. Contents

Weindicate, in ~~have~~any ~~granted~~way, tothat we, or the ~~underwriters~~applicable anowner, ~~option~~will not assert, to ~~purchase~~the upfullest extent under applicable law, our or their, as applicable, rights to ~~additional~~ ~~shares~~these trademarks, trade names, service marks and copyrights. Other trademarks, trade names, service marks or copyrights appearing in this prospectus are the property of ~~common~~their ~~stock~~respective owners.

~~We intend to apply to list our common stock on~~ ~~the under~~ Market ~~the~~and ~~symbol~~Industry ~~“SEG.”~~ Information

~~Investing~~ Unless inotherwise ~~our~~indicated, ~~common~~market ~~stock~~data and industry information used throughout this prospectus is based on management's knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management's review of independent industry surveys and publications, other publicly available information prepared by a number of sources, including IRI Worldwide industry data, Moody's Analytics and U.S. Census Bureau. All of the market data and industry information used in this prospectus involves ~~risks~~a number of assumptions and limitations and you are cautioned not to give undue weight to such estimates. ~~See~~Although “we believe that these sources are reliable, neither we, the selling stockholders nor the underwriters can guarantee the accuracy or completeness of this information and neither we, the selling stockholders nor the underwriters have independently verified this information. While we believe the estimated market position, market opportunity and market size information included in this prospectus is generally reliable, such information, which is derived in part from management's estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors”," ~~beginning~~"Cautionary onNote ~~page 13~~Regarding Forward-Looking Statements" and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties.

~~Neither~~ After giving effect to the ~~Securities~~Planned Dispositions (as defined below), we will operate 420 stores in Florida, Alabama, Louisiana, Georgia and ~~Exchange~~Mississippi. The six major markets in which we ~~Commission~~compete, ~~nor~~as ~~any~~grouped ~~state~~by ~~securities~~IRI ~~commission~~Worldwide ~~has~~industry ~~approved~~data, orare ~~disapproved~~(i) Birmingham ofand ~~these~~Montgomery, ~~securities~~Alabama, or(ii) Jacksonville, ~~determined~~Florida, if(iii) Miami ~~this~~and ~~prospectus~~Ft. isLauderdale, ~~truthful~~Florida, (iv) New orOrleans, ~~complete~~Louisiana and Mobile, Alabama, (v) Orlando, Florida and (vi) Tampa and St. Petersburg, ~~Any~~Florida ~~representation~~(collectively, the "six major markets"). References to "MULO" refer to one of the ~~contrary~~markets isavailable afrom ~~criminal~~IRI. ~~offense~~MULO stands for "Multi Outlet" and includes the following channels: Food/Grocery, Drug, Mass Merchandisers, Walmart, Club Stores, Dollar Stores, Military DECA (commissaries).

~~Per~~ Basis ~~Share~~of ~~Total Public Offering Price $ $ Underwriting Discount $ $ Proceeds to Southeastern Grocers (before expenses) $ $~~Presentation

We report our year-end financial position, results of operations and cash flows on the last Wednesday in December. The ~~underwriters~~last ~~expect~~five tofiscal years ~~deliver~~consisted of the ~~shares~~52-week toperiods ~~purchasers~~ended onDecember 25, or2019 ~~about~~ ("fiscal year 2019"), ~~2013~~the ~~through~~30 weeks ended December 26, 2018 and the ~~book-entry~~22 weeks ~~facilities~~ended May 30, 2018 (combined, "fiscal year 2018"), December 27, 2017 ("fiscal year 2017"), December 28, 2016 ("fiscal year 2016") and December 30, 2015 ("fiscal year 2015"). The first quarter of each fiscal year includes 16 weeks while the ~~Depository~~remaining ~~Trust~~quarters ~~Company~~include 12 weeks each quarter.

~~Joint~~ We completed ~~Book-Running~~our ~~Managers~~reorganization on May 31, 2018, and elected to apply fresh start accounting effective May 30, 2018, to coincide with the timing of a normal weekly close. Therefore, the historical consolidated financial data is presented in this prospectus on a Predecessor and Successor basis. The events between May 30, 2018 and May 31, 2018 were evaluated and management concluded that the use of an accounting convenience date did not have a material impact on our results of operations or financial position. References to "Successor" relate to our results of operations and financial position subsequent to May 30, 2018, the day prior to our emergence from bankruptcy. References to "Predecessor" relate to our results of operations and financial position prior to, and including, May 30, 2018. Our historical consolidated financial results as of and for periods ending after May 30, 2018 may

~~Citigroup Credit Suisse Deutsche Bank Securities~~ii

~~William~~Table ~~Blair~~of ~~Wells Fargo Securities~~Contents

not be comparable to our historical consolidated financial results as of and for periods ending on or before May 30, ~~2013~~2018. See "Prospectus Summary—Reorganization."

~~Table~~ Non-GAAP ofFinancial ~~Contents~~Measures

~~TABLE~~ As OFused ~~CONTENTS~~in this prospectus, (i) "Adjusted EBITDA" is defined as generally accepted accounting principles ("GAAP") net income before interest expense, income taxes, and depreciation and amortization ("EBITDA"), adjusted for loss (gain) on sale or disposition of assets; expenses associated with the closing or disposition of stores; impairment expense; franchise taxes; expenses (income) in connection with the Reorganization (as defined below), business optimization and other strategic initiatives, primarily consisting of professional and consulting fees related to a review of our pricing and promotional strategy, cost savings initiatives, as well as activities relating to the Planned Dispositions and public company preparation costs; incremental costs attributable to opening, remodeling or converting a store; (gain) loss from natural disasters, net of insurance recoveries; share-based compensation expense; fresh start accounting adjustments; fees and expense reimbursement to LSF Southeastern Grocery Holdings LLC; and board of directors fees, (ii) "Net Sales Adjusted for the Planned Dispositions" is defined as net sales less the net sales of the stores to be sold in connection with the Planned Dispositions (as defined below) or closed in the normal course since the beginning of fiscal year 2019, (iii) "Total Debt" is defined as the sum of long-term debt (including the current portion thereof), unamortized debt issuance costs, unamortized debt discount (premium) and finance/capital lease obligations (including the current portion thereof) and other financing obligations for fiscal year 2015 through fiscal year 2018, (iv) "Total Net Debt" is defined as Total Debt less cash, and (v) Net Debt Leverage is defined as Total Net Debt divided by Adjusted EBITDA.

	Page
Summary		1
Risk Factors		13
Forward-Looking Statements		29
Use of Proceeds		31
Dividend Policy		32
Capitalization		33
Dilution		35
Selected Consolidated and Combined Financial Data		36
Unaudited Pro Forma Combined Financial Information		39
Management’s Discussion and Analysis of Financial Condition and Results of Operations		41
Business		61
Management		71
Executive Compensation		78
Principal Stockholders		93
Certain Relationships and Related Party Transactions		95
Description of Capital Stock		97
Description of Indebtedness		102
Shares Eligible for Future Sale		106
U.S. Federal Tax Considerations for Non-U.S. Holders		109
Underwriting (Conflicts of Interest)		114
Legal Matters		120
Experts		120
Where You Can Find More Information		120
Index to Financial Statements		F-1

Adjusted EBITDA, Net Sales Adjusted for the Planned Dispositions, Total Debt, Total Net Debt and Net Debt Leverage (collectively, the "Non-GAAP Measures") are performance measures that provide supplemental information. We believe that these supplemental Non-GAAP Measures provide management and other users with additional meaningful financial information that should be considered when assessing our ongoing performance. Our management regularly uses our supplemental Non-GAAP Measures internally to understand, manage and evaluate our business and make operating decisions. These Non-GAAP Measures are among the factors management uses in planning for and forecasting future periods. In addition, the instruments governing our indebtedness use Adjusted EBITDA (with additional adjustments) to measure our compliance with covenants such as interest coverage and debt incurrence. Non-GAAP Measures should be viewed in addition to, and not as an alternative to, our reported results prepared in accordance with GAAP. For a reconciliation of these Non-GAAP Measures to the most directly comparable GAAP financial measures, see "Prospectus Summary—Summary Historical Consolidated Financial and Other Data."

We Non-GAAP Measures ~~are~~have ~~responsible~~limitations ~~for~~as ~~the~~analytical ~~information~~tools, ~~contained~~and inyou ~~this prospectus~~should ~~and~~not consider them in ~~any~~isolation ~~free-writing~~or ~~prospectus~~as wesubstitutes ~~prepare~~for analysis of our operating results or ~~authorize~~cash flows as reported under GAAP. WeThe ~~have~~primary material limitations associated with the use of Non-GAAP Measures include the following: (i) they may not ~~authorized~~be ~~anyone~~comparable to ~~provide~~similarly ~~you~~titled ~~with~~measures ~~different~~used by other companies, including those in our industry, (ii) they may exclude financial information and events, such as the effects of fresh start accounting adjustments and weexpenses ~~take~~in noconnection ~~responsibility~~with ~~for~~the Reorganization, ~~any~~business optimization, and other ~~information~~strategic ~~others~~initiatives, that some may ~~give~~consider ~~you.~~important Wein ~~are~~evaluating ~~not~~our performance, ~~and~~value or prospects for the future, (iii) they may exclude ~~underwriters~~items ~~are~~or ~~not,~~types ~~making~~of anitems ~~offer~~that may continue to ~~sell~~occur ~~these~~from ~~shares~~period to period in ~~any~~the ~~jurisdiction~~future ~~where~~and ~~the~~(iv) they ~~offer~~may not exclude all unusual or ~~sale~~non-recurring isitems, ~~not~~which ~~permitted~~could increase or decrease these measures, which investors may consider to be unrelated to our long-term operations. ~~You~~These Non-GAAP measures are not, and should not ~~assume~~be ~~that~~viewed ~~the~~as, ~~information~~substitutes ~~contained~~for intheir ~~this~~U.S. GAAP ~~prospectus~~equivalents. isWe encourage ~~accurate~~investors asto ofreview ~~any~~our ~~date~~consolidated ~~other~~financial ~~than~~statements ~~its~~in ~~date~~their entirety and caution investors to use U. S. GAAP measures as the primary means of evaluating

Until (25 days after the date of this prospectus), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions. iii

~~EXPLANATORY~~Table ~~NOTE~~of Contents

~~Southeastern Grocers, LLC, the registrant whose name appears~~our ~~on the cover of this registration statement~~performance, isvalue aand ~~Delaware~~prospects ~~limited~~for ~~liability company. Immediately prior to~~ the ~~effectiveness of this registration statement~~future, ~~Southeastern Grocers, LLC will be converted into a Delaware corporation~~ and ~~renamed Southeastern~~Non-GAAP ~~Grocers,~~Measures ~~Inc.,~~for ~~which~~supplemental ~~we refer to as our corporate conversion~~purposes. ~~Shares of common stock of Southeastern Grocers, Inc. are being offered by this prospectus.~~

i Comparable Store Sales

~~Table~~ As used in this prospectus, the term "comparable store sales growth" refers to the percentage change in our comparable store sales as compared to the prior comparable period. We define comparable store sales as sales from all stores that have been operated by us and open for at least a full year, including stores that we remodeled, enlarged or relocated during the period, and excluding stores that opened or closed during the period. Remodeled stores include banner conversions. This definition may differ from the methods that other retailers use to calculate comparable store sales. In this prospectus, when we give quarterly comparable store sales, we adjust such sales for the estimated impact of ~~Contents~~the timing of Easter.

~~MARKET~~ Explanatory ~~AND INDUSTRY DATA AND FORECASTS~~ Notes

~~Market and industry data and certain industry forecasts used~~ throughout this prospectus were obtained from internal surveys, market research, consultant surveys, publicly available information and industry publications and surveys, including information from the Progressive Grocer, as well as our own estimates and research. The Progressive Grocer provides market data for our industry and targets its core audience as top management in the retail food industry. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of our industry and markets, which we believe to be reasonable. In addition, projections, assumptions and estimates of the future performance of our industry and our future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in ~~“Risk~~ Planned ~~Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.~~ Dispositions

~~BASIS~~ On OFMay 29, ~~PRESENTATION~~2020, we entered into an agreement (the "Food Lion Store Sales Agreement") to sell 62 stores (comprised of 46 BI-LO stores and 16 Harveys stores) to Food Lion, LLC. We also entered into an agreement with Ahold Delhaize USA Distribution, LLC ("Ahold Delhaize") to transition our distribution center located in Mauldin, South Carolina to Ahold Delhaize. Under the terms of these agreements, we will sell substantially all of the store-related assets (including the owned and leased real property), exclusive of certain assets including inventory and pharmacy prescription files. The sale transaction is expected to close during the first quarter of fiscal year 2021, subject to regulatory approvals and other customary closing conditions.

We Also in ~~have~~May ~~historically~~2020, ~~operated~~we onentered ainto ~~52-week~~agreements ~~fiscal~~to ~~year~~sell ~~ending on~~ the ~~Saturday~~pharmacy ~~closest~~prescription tofiles ~~December 31.~~for ~~Our~~58 ~~fiscal~~of ~~years~~the ~~include 13 four~~in-~~week~~store ~~reporting~~pharmacies ~~periods.~~that ~~Our~~we ~~first quarter of each fiscal year includes four reporting periods (or 16 weeks)~~operate, ~~while~~included in the ~~remaining~~dispositions ~~quarters~~mentioned ~~include~~in ~~three reporting periods~~the ~~(or~~above 12and ~~weeks~~below ~~each quarter). Our 2010 fiscal year ended on January 1~~paragraphs, ~~2011,~~to ~~our~~CVS ~~2011 fiscal year ended on December 31, 2011~~ and ~~our 2012 fiscal year ended on December 26~~Walgreens, ~~2012~~which ~~and~~sales ~~each~~closed ~~consisted of 52 weeks. Beginning~~ in ~~fiscal~~the ~~2012, we~~late ~~revised~~part ~~our~~of ~~fiscal year to end on~~ the ~~last~~second ~~Wednesday~~quarter inof ~~December, in order to facilitate aligning~~ fiscal ~~weeks~~year ~~and~~2020. ~~periods~~The ~~with~~total ~~our~~sale ~~recently~~price ~~acquired~~was ~~subsidiary, Winn-Dixie Stores, Inc~~$56.3 million ~~Our~~for ~~2013~~the ~~fiscal~~pharmacy prescription ~~year~~files ~~ends~~and ~~on December~~$6.8 ~~25,~~million ~~2013~~for ~~and~~the ~~will consist~~acquired ~~of 52 weeks~~inventory.

~~COMPARABLE~~ In addition, ~~STORE~~in June 2020, we announced our intention to sell an additional 63 stores, comprised of 61 BI-LO stores and two Harveys stores, in North Carolina, South Carolina and Georgia ~~SALES~~by the end of first half of fiscal year 2021. In September 2020, we announced an agreement to sell 23 of the 63 stores (together with the Food Lion Store Sales Agreement, the "Store Sales Agreements"), comprised of 22 BI-LO stores and one Harveys, in South Carolina and Georgia to Alex Lee, Inc. and its affiliates Floco Foods, Inc. and Lowes Foods, LLC (together, "Alex Lee"), under which Alex Lee will purchase 20 stores and Brunson and Triplett Enterprises LLC ("B&T Foods") will purchase three stores pursuant to a right of assignment held by Alex Lee. After these dispositions, we will no longer operate stores under the BI-LO banner. Approximately 87% of our remaining portfolio will consist of the Winn-Dixie banner subsequent to the dispositions.

~~As used in~~ In this prospectus, ~~the~~we ~~term “comparable~~refer ~~store sales growth” refers~~ to the ~~percentage~~planned ~~change~~sale inof ~~our comparable store sales as compared to~~ the ~~prior~~40 ~~comparable~~remaining ~~period. We define comparable store sales as sales from continuing operations of~~ stores, ~~that~~together ~~have~~with ~~been~~the ~~owned by~~85 ~~us and open for at least a year, including~~ stores that weare ~~remodeled~~being orsold ~~enlarged~~pursuant ~~during~~to the ~~period~~Store ~~and,~~Sales ~~for fiscal 2010~~Agreements, ~~2011~~as ~~and 2012, excluding stores that opened, were acquired or closed during~~ the ~~period~~"Planned Dispositions." ~~Comparable~~Unless ~~store~~otherwise ~~sales for fiscal 2008 and 2009 includes stores that opened~~stated, ~~were~~historical ~~acquired~~financial ordata ~~closed~~provided ~~during~~in ~~the~~this ~~period.~~prospectus ~~Since~~does ~~we did~~ not ~~own~~give ~~any~~effect ~~Winn-Dixie stores prior~~ to ~~our~~the ~~acquisition~~Planned ofDispositions. ~~Winn-Dixie~~Unless onotherwise ~~March 9~~stated, ~~2012,~~or ~~sales from Winn-Dixie stores are excluded from comparable store sales for all periods through~~ the ~~first~~context ~~quarter of fiscal 2013~~otherwise requires, ~~but~~descriptions ~~are included in comparable store sales for the second quarter~~ of ~~fiscal~~our ~~2013.~~business ~~This~~and ~~definition~~operational ~~may~~data ~~differ~~provided ~~from~~in ~~the~~this ~~methods~~prospectus ~~that~~give ~~other~~effect ~~retailers use~~ to ~~calculate~~the ~~comparable~~Planned ~~store sales~~Dispositions.

~~As used in this prospectus, “pro~~ forma comparable store sales” gives effect, for all periods beginning with the first quarter of fiscal 2012, to our acquisition of Winn-Dixie as if it had taken place on the first day of fiscal 2011. Pro forma comparable store sales through ~~fiscal 2011 reflect only sales from BI-LO stores, while pro forma comparable store sales beginning with the first quarter of fiscal 2012 also include sales from Winn-Dixie stores.~~ Reorganization

In On ~~addition~~March 27, in2018, ~~this~~Southeastern ~~prospectus we sometimes refer to comparable store sales growth on a “two-year stack basis~~Grocers,” LLC ~~which~~and is26 ~~computed~~of byits ~~adding~~subsidiaries ~~the~~filed ~~pro~~voluntary ~~forma~~petitions ~~comparable~~for ~~store~~reorganization ~~sales~~under chapter 11 ~~growth~~ of the ~~period~~federal ~~referenced~~bankruptcy ~~and~~laws ~~the~~("Chapter 11") ~~pro forma comparable store sales growth of the corresponding fiscal period~~ in the ~~prior fiscal year.~~

ii iv

Table of Contents

~~RECENT~~United States ~~TRANSACTIONS~~Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") pursuant to a prepackaged plan of reorganization. On May 30, 2018, we converted from a limited liability company to a corporation. As a result, all of our membership interests were canceled and new equity interests were issued in the form of common stock. We emerged from bankruptcy on May 31, 2018 (the "Emergence Date"). We refer to this reorganization as the "Reorganization" in this prospectus. Although we emerged from bankruptcy on May 31, 2018, we elected to apply fresh start accounting effective May 30, 2018, to coincide with the timing of a normal weekly close. The events between May 30, 2018 and May 31, 2018 were evaluated and management concluded that the use of an accounting convenience date did not have a material impact on our results of operations or financial position. In addition, on the Emergence Date, we entered into (i) an ABL credit agreement, among BI-LO Holding, LLC, BI-LO, LLC, the lenders party thereto, Suntrust Bank, as administrative agent, Joint FILO Lead Arrangers and Joint FILO Bookrunners, Joint Tranche A Lead Arrangers and Joint Tranche A Bookrunners and Documentation Agents (the "ABL Credit Agreement"), which included both a $550 million revolving credit facility (the "Revolving Credit Facility") and a $50 million first-in, last out facility (the "FILO Facility") and (ii) a term loan credit agreement, among BI-LO Holding, LLC, BI-LO, LLC, the lenders party thereto, Suntrust Bank, as administrative agent, and Joint Lead Arrangers and Joint Bookrunners (the "Term Loan Agreement"), governing our $475 million term loan (the "Term Loan"). Subsequent to July 8, 2020, we repaid $23.8 million on the Term Loan including $22.9 million repurchased on the open market and $0.9 million of scheduled amortization. In addition, we repaid in full and terminated the FILO Facility on August 6, 2020, including $30.1 million through an optional prepayment.

~~On April 24, 2013, one of our subsidiaries entered into a sale leaseback transaction whereby our Baldwin~~ distribution center and certain related personal property was sold to AR Capital, LLC and, immediately thereafter, we leased back the property, or the Baldwin Sale/Leaseback. See “Description of Indebtedness—Baldwin Sale/Leaseback”. Refinancing Transactions

On ~~May~~October 109, ~~2013~~2020, we ~~entered~~repaid ~~into~~the aoutstanding ~~new eight-year~~balance ~~supply~~of ~~agreement,~~our ~~which~~Term weLoan ~~refer~~and ~~to,~~terminated asour ~~amended,~~Term asLoan ~~the~~Agreement ~~C&S~~with ~~supply~~proceeds ~~arrangement,~~from ~~under~~the issuance ~~which~~of ~~C&S~~$325 million ~~Wholesale~~aggregate ~~Grocers,~~principal ~~Inc.,~~amount orof ~~C&S,~~5.625% ~~agreed~~Senior toSecured ~~provide~~Notes ~~inventory~~due ~~supply~~2028 ~~services~~(the ~~for~~"Notes") ~~all~~together ofwith ~~our~~cash ~~stores~~on hand and wedrawings ~~agreed~~under tothe ~~purchase~~Revolving ~~our retail~~Credit ~~merchandise~~Facility ~~exclusively~~of approximately ~~from C&S, subject to certain exceptions~~$31 million. We ~~also~~refer ~~agreed~~ to ~~license~~the Notes offering, the use of ~~certain~~cash ~~facilities~~on tohand ~~C&S,~~and tothe ~~transfer~~drawdown ~~ownership~~ of ~~our~~amounts ~~existing~~under ~~inventory,~~the ~~certain~~Revolving ~~equipment~~Credit Facility and ~~other~~the ~~tangible~~use ~~assets~~of proceeds thereof to ~~C&S,~~fund the ~~and~~repayment toof ~~assign~~the ~~certain~~Term ~~agreements~~Loan ~~related~~in tofull ~~the~~and ~~operation~~pay ofassociated ~~the~~fees ~~licensed~~and ~~facilities~~expenses toas ~~C&S.~~the ~~See~~"Refinancing ~~“Business—Sources~~Transactions" ofin ~~Supply~~this prospectus.”

On In connection ~~May 27, 2013, we entered into an Agreement and Plan of Merger~~ with ~~Delhaize~~the ~~America,~~Refinancing ~~LLC and certain of its subsidiaries~~Transactions, ~~which~~ we ~~refer~~ toamended ~~collectively~~the asABL ~~Delhaize,~~Credit ~~pursuant~~Agreement to, ~~which~~among weother ~~will~~things, ~~acquire~~provide ~~155~~any ~~operating~~necessary ~~supermarkets~~consents ~~under~~to consummate the ~~“Sweetbay,”~~Refinancing ~~“Harveys” and “Reid’s” banners~~Transactions, reduce ~~constituting~~the ~~substantially~~commitments ~~all stores operating~~ under ~~those banners,~~the ~~plus~~Revolving ~~ten~~Credit ~~previously~~Facility ~~closed~~from ~~locations, for~~ $~~265.0~~ 550 million ~~in cash, subject~~ to ~~certain adjustments, and the assumption of all related lease liabilities, including approximately~~ $~~92.0~~ 450 million ofand ~~capital~~join ~~lease~~SEG ~~liabilities~~Holding ~~of Delhaize~~Finance, LLC oras ~~the Delhaize~~a ~~transaction.~~guarantor ~~The~~under ~~financial information relating to~~ the ~~Delhaize~~ABL ~~business~~Credit ~~located elsewhere in this prospectus is based on information provided by Delhaize prepared under International Financial Reporting Standards, or IFRS~~Agreement.

We expect the Delhaize transaction to close in the first quarter of fiscal 2014. Consummation of the Delhaize transaction is subject to the satisfaction or waiver of customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act, which could be conditional upon us divesting certain stores. In addition, the Delhaize merger agreement may be terminated by either party if the initial closing is not consummated by November 30, 2014. We intend to finance the Delhaize transaction with a combination of borrowings under the ABL facility, a five-year $700 million revolving senior secured credit facility with Deutsche Bank Trust Company Americas, as administrative agent, and a lender, and Citibank N.A. and the other financial institutions party thereto as lenders, and with cash on hand. Consummation of the Delhaize transaction is not conditioned on our receipt of financing. This offering is not conditioned upon the closing of the Delhaize transaction and there can be no assurance that the Delhaize transaction will be completed. See “Summary—Our Company.” v

OnTable ~~July 22, 2013, we entered into an agreement with Publix Super Markets, Inc. to sell seven leased stores for approximately $59 million, with an expected pre-tax gain~~ of ~~approximately~~Contents ~~$50 million. The transaction is expected to close in the fourth quarter of fiscal 2013. These seven stores are, and will continue to be until the transaction closes, included in our total store count.~~

On ~~September 4, 2013, we entered into~~ an PROSPECTUS agreement with Piggly Wiggly Carolina Company, Inc. to purchase 21 Piggly Wiggly operating supermarkets located in South Carolina and Georgia for a purchase price of approximately $35 million in cash. We refer to the Delhaize transaction and the Piggly Wiggly transaction together in this prospectus as the pending transactions. We expect the Piggly Wiggly transaction to close in the fourth quarter of fiscal 2013. SUMMARY

On This ~~September 13,~~summary ~~2013,~~highlights weinformation ~~agreed~~contained toelsewhere ~~enter~~in ~~into~~this aprospectus ~~sale~~and does not contain all of the information ~~leaseback~~that ~~transaction~~you ~~whereby~~should weconsider ~~will~~in ~~sell~~making ~~six~~your ofinvestment decision. Before investing in our ~~stores~~common ~~located~~stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes included elsewhere in ~~Florida~~this prospectus. You should also consider the matters described under the sections titled "Risk Factors" and ~~Louisiana~~"Management's ~~for~~Discussion ~~consideration~~and Analysis of ~~approximately~~Financial Condition ~~$45~~and ~~million~~Results ~~and~~of Operations," ~~immediately~~in ~~thereafter~~each case included elsewhere in this prospectus. Unless otherwise stated, wethe ~~will~~terms ~~lease~~"Southeastern ~~back~~Grocers," ~~these~~"SEG," ~~store~~the ~~locations.~~"Company," ~~The~~"we," ~~transaction~~"us" isand ~~subject~~"our" refer to ~~customary~~Southeastern ~~conditions~~Grocers, Inc. ~~including~~and ~~completion~~its ofconsolidated ~~due~~subsidiaries. ~~diligence~~Unless byotherwise ~~our~~stated, ~~counterparty.~~historical ~~The~~financial ~~transaction~~data isprovided ~~expected~~in this prospectus does not give effect to ~~close~~the inPlanned Dispositions. Unless otherwise stated, or the ~~fourth~~context ~~quarter~~otherwise requires, descriptions of ~~fiscal~~our ~~2013.~~business and operational data provided in this prospectus give effect to the Planned Dispositions.

~~iii~~ Company Overview

~~Table~~ We are a leading regional food retailer based on revenue and number of ~~Contents~~stores we operate with a long-standing history in the Southeastern United States, serving highly attractive markets throughout Florida, Georgia, Alabama, Louisiana and Mississippi. We operate 420 stores under the "Winn-Dixie," "Harveys" and "Fresco y Más" supermarket banners. We believe we are the sixth largest conventional supermarket operator in the United States and the second largest conventional supermarket operator in the five states in which we operate, respectively, based on aggregate number of stores we operate. According to IRI Worldwide industry data, we maintain the #2 market share position by revenue among conventional supermarkets within the six major markets in which we compete in the five states in which we operate. Additionally, we operate 140 liquor stores, 231 in-store pharmacies and one centralized specialty pharmacy, which supplement our product assortment and drive incremental sales.

On We operate ~~September 20,~~our ~~2013,~~business weas ~~issued~~a ~~$475~~single ~~million~~unit ~~aggregate~~with ~~principal~~a ~~amount~~single ofmanagement team, but execute our go-to-market strategy through three well-positioned banners with differentiated strengths and 8distinct heritages.~~625%/9.375%~~ ~~Senior~~Over ~~PIK~~our ~~Toggle~~more ~~Notes~~than ~~due~~95+ year ~~2018~~history, ~~which~~ we ~~refer~~have established a difficult to replicate network of attractive, well-maintained stores, which are often located in ~~this~~high-traffic areas ~~prospectus~~in asclose ~~our~~proximity ~~PIK~~to ~~toggle~~densely ~~notes~~populated residential neighborhoods. ~~The~~We ~~PIK~~strive ~~toggle~~to ~~notes~~build ~~were~~a ~~sold~~strong toconnection ~~qualified~~with ~~institutional~~our ~~buyers~~customers ~~under~~and ~~Rule~~differentiate ~~144A~~ourselves from our competitors by providing a compelling shopping experience that combines a full-service, one-stop shop, emphasizing high-quality, fresh and tolocally ~~persons~~tailored ~~outside~~offerings, ~~the~~with ~~United~~excellent ~~States~~customer ~~under~~service ~~Regulation~~and competitive prices. SWhile ofour stores account for the ~~Securities~~vast ~~Act~~majority of ~~1933~~our sales today, aswe ~~amended.~~also ~~Also~~utilize onthird-party ~~September~~partners 20to provide eCommerce shopping—allowing us to serve our customers when, ~~2013~~where and how they choose to shop. In addition, weour ~~made~~sophisticated aloyalty ~~distribution~~program ofcurrently ~~approximately~~covers ~~$458~~more than seven million toactive ~~Lone~~customers ~~Star~~who ~~from~~generated ~~the~~more ~~proceeds~~than 85% (excluding pharmacy sales) of ~~the~~our ~~offering~~net sales and approximately 75% of all transactions in fiscal 2019, which we believe gives us an advantage against our ~~PIK~~competitors ~~toggle~~who ~~notes~~do not have established loyalty programs and customer specific shopping data. Our loyalty program provides us with a deep understanding of our customer base and enables us to offer a compelling, connected personalization experience in order to increase connectivity and capture a larger share of wallet.

~~ABOUT~~ We believe ~~THIS~~the ~~PROSPECTUS~~impact of the novel coronavirus ("COVID-19") global pandemic has enabled us to solidify our competitive positioning, enhance our value proposition and connect us more closely with our customers. Our focus has remained on providing a safe environment for our customers and our approximately 36,000 associates, while also maintaining adequate in-stock positions throughout our stores in order to service what we believe is an increased customer preference for full service, one-stop shop grocery trips. As a result, we have experienced a significant increase in sales over multiple months since the COVID-19 pandemic began to impact the markets we serve, which has provided us incremental cash flow to accelerate our in-store and digital investments, customer connectivity

Except where the context otherwise requires or where otherwise indicated, the terms “we,” “us,” “our,” the “Company” and “our business” refer to Southeastern Grocers, Inc. and its consolidated subsidiaries, which we operate under the banners “BI-LO”, “Super BI-LO”, “BI-LO at the Beach” and “Winn-Dixie”. 1

~~Throughout~~Table ~~this prospectus, we provide a number~~ of key performance indicators used by management and typically used by our competitors in the supermarket industry. These key performance indicators are discussed in more detail in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial Definitions.” In this prospectus we also reference EBITDA, adjusted EBITDA, adjusted EBITDAR and adjusted EBITDA margin, which are not presented in accordance with U.S. generally accepted accounting principles, or GAAP. See “Summary—Summary Selected Historical and Pro Forma Financial and Other Data” for a discussion of these non-GAAP measures, as well as a reconciliation to the most directly comparable financial measure required by, or presented in accordance with GAAP. Contents

~~GLOSSARY~~initiatives and further deleveraging. For the March through July 2020 period (with June and July giving effect for the Planned Dispositions), our median comparable store sales growth was 26%. Importantly, we are incredibly proud of the performance of our associates who have consistently demonstrated strong dedication to safely support their teammates, customers and communities.

In fiscal ~~this~~2019, ~~prospectus:~~without giving effect to the Planned Dispositions, we generated net sales of $8.3 billion, net loss of $116.2 million and Adjusted EBITDA of $292.5 million, and for the 28 weeks ended July 8, 2020 we generated net sales of $5.3 billion, net income of $205.7 million and Adjusted EBITDA of $363.6 million. As adjusted for the Planned Dispositions, we generated over $6.7 billion of net sales, or Net Sales Adjusted for the Planned Dispositions, in fiscal 2019 and $4.3 billion of Net Sales Adjusted for the Planned Dispositions for the 28 weeks ended July 8, 2020. See "—Summary Historical Consolidated Financial and Other Data" for more information regarding Adjusted EBITDA and Net Sales Adjusted for the Planned Dispositions, as well as reconciliations of these Non-GAAP Measures to net income (loss) and their limitations.

• ~~“banner”~~ ~~refers~~ Successful toRepositioning ~~the~~of ~~brand under which a store operates. We operate supermarkets under~~ the ~~“BI-LO”,~~Business ~~“Super~~has ~~BI-LO”,~~Driven ~~“BI-LO~~Strong atFinancial ~~the Beach” and “Winn-Dixie” banners. References to the “BI-LO” banner include the “BI-LO”, “Super BI-LO” and “BI-LO at the Beach” banners.~~Momentum

• The ~~“$4/$10~~merger ~~generic~~of ~~Rx”~~BI-LO ~~refers~~and toWinn-Dixie in 2012 significantly enhanced our ~~generic~~scale ~~drug~~and ~~discount~~marked ~~program~~the ~~under~~beginning ~~which~~of ~~selected~~a ~~generic~~period ~~drugs~~of ~~are~~rapid ~~specially~~store ~~priced~~expansion through atacquisition activity. As a ~~discounted~~result ~~rate~~of ~~for~~the ~~30-day~~merger, ~~60-day~~the acquisition of the Sweetbay and 90Harveys banners in 2013 and various other bolt-~~day~~on ~~supplies~~acquisitions, we increased our store base by approximately 265% from 2011 through 2015. While we realized positive initial results from our expansion and have benefited from exposure to the attractive Florida market, the increased attention required to integrate these stores and implement a new supply agreement, as well as significant price investments, including a switch to an everyday low price strategy in 2016, hampered our financial performance.

• Anthony Hucker ~~“fuelperks!”~~became ~~refers~~our toChief ~~our~~Executive ~~program~~Officer ~~that~~in ~~provides~~2017, ~~customers~~and, ~~with~~under ~~the~~his ~~ability~~leadership, we established a transformation plan to ~~earn~~better ~~fuel~~position ~~discounts~~us ~~based~~for onsustainable ~~their~~growth in~~-store~~ ~~spending~~the ~~habits~~future. This ~~The~~plan ~~fuel~~focused ~~discounts~~on ~~can~~deleveraging bethe ~~redeemed~~balance atsheet ~~retailers~~and ~~such~~stabilizing asthe ~~BP,~~business ~~Shell,~~through ~~Chevron~~a series of retail best-practices and cost-savings initiatives targeted at improving cost controls, ~~Spinx~~increasing sourcing and ~~Sunoco.~~labor Inproductivity ~~order~~and returning to ~~participate~~our inhistorical ~~fuelperks!,~~high-low ~~customers~~pricing ~~must~~architecture. ~~use~~We ~~their~~also ~~BONUSCARD~~increased orinvestments ~~Customer~~in ~~Rewards~~our ~~Card~~store base, loyalty program and private-label "Own Brands" capabilities.

• In May ~~“high~~2018, /we ~~low”~~emerged ~~refers~~from the Reorganization 65 days after we initially filed for bankruptcy pursuant to a ~~pricing~~prepackaged ~~strategy~~plan ~~whereby~~that significantly reduced our financial leverage by over $600 million and allowed us to further optimize our store base. As a ~~retailer~~result, ~~promotes~~we ~~low~~exited ~~prices~~the onReorganization ~~some~~with ~~items~~greater ~~while~~flexibility ~~charging~~to ~~higher~~accelerate ~~prices~~the implementation of our key initiatives. These initiatives, which act as the foundation of our current growth strategy, were aimed at further rejuvenating our store fleet through increased renewals, aligning our promotional activity, optimizing our product assortment including a greater focus on ~~other~~fresh ~~items~~and our Own Brands portfolio and enhancing customer connectivity utilizing our sophisticated loyalty program.

• In May ~~“loyalty~~2020, ~~card~~as ~~programs”~~the ~~refers~~latest step in our transformation plan, we reached an agreement to sell 62 stores, comprising 46 BI-LO’s ~~BONUSCARD~~stores and ~~Winn-Dixie’s~~16 ~~Customer~~Harveys, ~~Rewards~~located ~~Card~~throughout the Carolinas and Georgia to Food Lion, a subsidiary of Ahold Delhaize. We also entered into an agreement to transition our distribution center located in Mauldin, South Carolina, to Ahold Delhaize. In September 2020, we announced an agreement to sell an additional 23 stores in South Carolina and Georgia to Alex Lee, under which ~~provide~~Alex ~~cardholders~~Lee ~~with~~will ~~instant~~purchase ~~discounts~~20 stores and ~~promotions~~B&T onFoods ~~items~~will ~~throughout~~purchase three stores pursuant to a right of assignment held by Alex Lee. We are actively exploring strategic options for the ~~store~~remaining 39 BI-LO stores and ~~other~~one ~~rewards~~Harveys in the region. In addition, in May 2020 we announced the sale of prescription files at 58 stores to CVS and Walgreens. These were important strategic decisions that allow for ~~use~~greater focus and investment in growing the Winn-Dixie, Harveys and Fresco y Más banners. These dispositions also enhance our relative exposure to the attractive Florida market, which will

~~• “loyalty programs” refers to our loyalty card programs, fuelperks!, $4/$10 generic RX and Real Fresh or any of them.~~2

•Table ~~“peers” refers to Ahold USA, Delhaize America, Kroger, Ingles Markets, Publix, Roundy’s, Safeway, and Supervalu (Retail Food). Our peers operate in some~~ of ~~or all of our markets and may also operate in markets in which we are not present.~~Contents

•account for ~~“Real~~approximately ~~Fresh”~~76% ~~refers~~of to our ~~“Real~~total ~~Fresh”~~stores. ~~merchandising~~The ~~program,~~remaining ~~which~~stores ~~emphasizes~~also ~~the~~had ~~quality~~stronger ~~and~~financial ~~freshness~~performance ofin ~~our~~fiscal ~~produce~~year ~~and~~2019, ~~meat~~as ~~offerings,~~well ~~signature~~as ~~items~~a lower average age and ~~clean~~a higher percentage of remodeled stores in the last five years.

iv The execution of our transformation plan and strategic initiatives has resulted in significant operational and financial momentum in our business, as well as tailwinds from COVID-19, as evidenced by the following key financial metrics:

•: our comparable store sales improved each year from a decline of 3.6% in fiscal year 2016 to 0.4% growth in fiscal year 2019, including positive comparable store sales for each quarter in fiscal year 2019, and 18.4% growth for the 28 weeks ended July 8, 2020;
•: our net income (loss) improved from $(468.3) million in fiscal year 2016 to $(116.2) million in fiscal year 2019 to $205.7 million for the 28 weeks ended July 8, 2020;
•: our net income (loss) as a percent of net sales improved from (4.48)% in fiscal year 2016 to (1.40)% in fiscal year 2019 to 3.91% for the 28 weeks ended July 8, 2020;
•: our Adjusted EBITDA margins steadily improved from 2.4% in fiscal year 2016 to 3.5% in fiscal year 2019 (despite fiscal year 2019 Adjusted EBITDA being negatively impacted as compared to prior years due to the adoption of new lease accounting standards, see "—Summary Historical Consolidated Financial and Other Data") to 6.9% for the 28 weeks ended July 8, 2020; and
•: our Net Debt Leverage has been reduced from 6.2x as of the end of fiscal year 2016 to 2.7x as of the end of fiscal year 2019.

~~Table~~ We believe the continued execution of ~~Contents~~our operational initiatives will contribute to our growth as a leading conventional supermarket in the Southeastern markets where we operate.

• ~~“supermarkets”~~ ~~refers~~ Our ~~to:~~Competitive Strengths

• We ~~“conventional~~believe ~~supermarkets”~~operating ~~and~~as ~~“conventional~~a ~~supermarket~~locally ~~operators”~~relevant food retailer is core to the fundamental success of our business. As a result, ~~such~~we have implemented a "Smart Localization" strategy, which provides a framework for our decision making as ~~Winn~~well as a roadmap for our strategic initiatives and go-~~Dixie~~to-market strategy. Smart Localization integrates our data-rich loyalty program, BIour customer connectivity strategies and our commitment to the communities in which we operate, to deliver customers a personalized, high-LOtouch service model, ~~Kroger~~with a distinct and ~~Publix;~~locally relevant product range at an attractive value.

• Leading ~~“supercenters”~~Market Position Established Through Portfolio of Well-Recognized Local Banners. We believe our leading market positions and strong brand recognition of our banners help generate customer traffic and loyalty. We are the largest or second largest conventional supermarket by revenue in all of the major metropolitan markets within the Southeastern states in which we operate. Our go-to-market strategy is based on the operation of three banners that provide our customers a differentiated product offering and shopping experience at a compelling value. Our multi-banner approach allows for broad reach to various demographics across income brackets and ethnicities while allowing for a personalized approach to customer service, ~~such~~store operations asand ~~Walmart;~~assortment in a way that maximizes overall customer value proposition. Our Winn-Dixie and Harveys banners have deep local heritages that go back more than 90 years and are well established neighborhood markets within the communities they serve. Since the creation and implementation of our Fresco y Más banner in 2016, we have established a strong local following within our 26 stores by providing an authentic shopping experience targeted at the rapidly growing Hispanic demographic.

• We believe ~~limited~~that ~~assortment~~our ~~supermarkets,~~regional ~~such~~focus asalso ~~Save-A-Lot~~provides us several competitive advantages compared to national grocers, ~~Aldi~~including (i) a differentiated value proposition driven by convenience and ~~Grocery~~preferred ~~Outlet;~~

~~• natural/gourmet food supermarkets, such as Whole Foods and Fresh Market;~~3

•Table ~~warehouse~~of ~~clubs, such as Costco, Sam’s Club and BJ’s Wholesale Club; and~~Contents

•store locations; ~~military~~(ii) expertise ~~commissaries~~in assortment and merchandising driven by a deep understanding of our customers and neighborhoods; (iii) a fresh produce offering that drives traffic and loyalty; (iv) a private-label offering that creates brand-specific loyalty; (v) flexible operations with ability to quickly react to changing market environment; and (vi) superior customer service model. Regional grocers have been growing revenue at a median CAGR of 6% between 2017 and 2019, compared to median CAGR of 3% for national grocers.

~~Supermarkets~~ Attractive, ~~excludes~~High-Growth ~~conventional~~Markets ~~convenience~~with ~~stores,~~Favorable ~~gas~~Demographics. We ~~stations/kiosks,~~believe ~~superettes,~~that ~~conventional~~the Southeastern ~~club~~United ~~stores~~States ~~and~~is ~~military~~an ~~convenience~~attractive region for supermarket ~~stores.~~retailing that is characterized by:

•: expected population growth above the national average;
•: an attractive demographic landscape which is well-aligned with our portfolio of brands; and
•: a business-friendly environment with low relative operating costs.

v According to Moody's Analytics, the five states in which we operate are expected to have a weighted average overall projected population growth between 2019 and 2025 of 4.3%, as compared to an overall projected population growth of 3.2% in the United States. Moody's Analytics estimates that Florida, which is the third most populous state in the U.S. and was the number one state in population inflow in 2019 and where 76% of our stores are located, will experience an overall population growth of 6.0% during this period, driven by higher birth rates compared to the national average, continuing high levels of immigration and an overall aging United States population that is drawn to Florida. Key markets within Florida also outpace the United States on population and income growth, represented in the below graph:

~~Table~~ We believe multiple key markets within Florida are underpenetrated relative to the national average as measured by grocery square footage per capita (4.3 square feet per capita), including Miami (3.2 square feet per capita with an estimated market size of ~~Contents~~approximately $19.6 billion), Tampa (3.6 square feet per capita with an estimated market size of approximately $10.0 billion), Jacksonville (3.6 square feet per capita with an estimated market size of approximately $4.8 billion), and Orlando (3.7 square feet per capita with an estimated market size of approximately $7.7 billion). In addition, we believe 89% of our Florida leases are at or below market rate and typically have initial lease terms of up to 25 years, representing approximately $30.0 million in total savings or approximately $2.0 per square foot.

~~SUMMARY~~ According to the U.S. Census Bureau, approximately 26% of Florida's population is Hispanic, and growing at a rate significantly above the broader population. We believe our Fresco y Más banner, which was developed organically to address the market opportunity presented by this demographic shift, as well as our Winn-Dixie and Harveys banners, are well-positioned to deliver a unique and compelling offering to this growing and underserved segment of the population.

~~The following summary highlights selected information~~ We ~~about~~also usbelieve ~~contained~~supportive ingovernment ~~this~~programs ~~prospectus. It does not contain all of the information that may be important to you~~ and ~~all~~incentives offor ~~the~~businesses ~~information~~are ~~that~~driving ~~you~~commercial ~~should~~growth ~~consider before you invest~~ in ~~our common stock. Before deciding to invest in our common stock, you should carefully review this prospectus in its entirety, including~~ the ~~“Risk Factors” beginning on page 13~~Southeast, ~~the~~creating ~~financial~~jobs ~~statements~~ and ~~the~~offering ~~related~~attractive ~~notes~~tax ~~appearing~~incentives ~~elsewhere in this prospectus and the Management’s Discussion and~~for ~~Analysis~~businesses of Financial Condition and Results of Operations appearing elsewhere in this prospectus. Some of the statements in this prospectus constitute forward-looking statements. For more information, see “Forward-Looking Statements.”

~~Our Company~~ 4

WeTable ~~are a leading supermarket operator with a strong history in the Southeastern United States and a non-union work force. As~~ of July 10, 2013, we operated 685 stores serving many key metropolitan areas in Florida, Georgia, Alabama, Louisiana, Mississippi, South Carolina, North Carolina, and Tennessee under the “Winn-Dixie”, “BI-LO”, “Super BI-LO”, and “BI-LO at the Beach” supermarket banners. We believe we are the sixth largest conventional supermarket operator in the United States based on number of stores and the second largest conventional supermarket operator in the eight states in which we operate based on aggregate number of stores in these states. We strive to differentiate ourselves from our competitors by providing our customers with a value proposition that combines conveniently located and well-maintained stores (averaging 40,000-50,000 square feet), with a strong focus on customer service, high-quality food products, and prices that are competitive with other supermarket operators in our markets. For the fiscal year ended December 26, 2012, we generated approximately $8.6 billion of net sales, approximately $103.1 million of net income (including approximately $7.6 million of tax expense) and approximately $370.4 million of adjusted EBITDA. For the 28 weeks ended July 10, 2013, we generated approximately $5.6 billion of net sales, approximately $208.0 million of net income (including approximately $56.1 million of tax benefits) and approximately $276.4 million of adjusted EBITDA. For a reconciliation of adjusted EBITDA to net income and a discussion of why we consider it useful, see “—Summary Selected Historical and Pro Forma Financial and Other Data.” Contents

Wethat build ~~have experienced substantial growth~~ in ~~recent~~or ~~years through~~relocate ato ~~combination~~these ofstates. ~~organic~~We ~~operating~~believe ~~initiatives~~the ~~and~~Southeast ~~acquisitions.~~also Weoffers ~~have~~an ~~achieved~~attractive ~~strong~~labor ~~financial~~market ~~results~~for ~~during~~us, ~~this~~with ~~period,~~lower aswage ~~evidenced~~rates bythan the ~~following:~~national average.

• Robust Loyalty Program Supports Strong Customer Value Proposition. We are a competitively priced "high / low" operator. Through ~~July~~this 10pricing strategy, ~~2013~~we set comparatively lower prices on selected merchandise using targeted discounts or promotions to drive customer traffic and sales, while maintaining comparatively higher prices on other merchandise in order to maintain consistent overall profitability across the store. In addition, we ~~have~~utilize ~~achieved~~our 18well-developed ~~consecutive~~loyalty ~~quarters~~program ofto ~~positive~~offer ~~pro~~further ~~forma~~savings ~~comparable~~beyond the in-store ~~sales~~shelf ~~growth~~price. Inclusive of loyalty program discounts, we believe we provide a highly competitive value proposition to our customer, especially when factoring in our full-service specialty departments, extensive product offerings and personalized customer service.

• Our sophisticated loyalty program currently covers more than seven million active customers who generated more than 85% (excluding pharmacy sales) of our net sales and approximately 75% of all transactions in fiscal 2019. In addition to the direct discount and point redemption savings provided to loyalty members, we have developed a number of additional customer loyalty and merchandising initiatives, including our Mystery Bonus Shop and Deal of the Week programs. We have ~~achieved~~historically ~~average~~found ~~pro~~that ~~forma~~as ~~comparable~~customers ~~store~~engage ~~sales~~in ~~growth~~additional aspects of 3our loyalty program, basket sizes increase significantly. For example, the basket size increase was approximately 1%.2 ~~over~~times on average for a customer who engages in both our ~~last~~Mystery ~~six~~Bonus ~~consecutive~~Shop ~~quarters~~and Deal of the Week initiatives, as well as our standard loyalty program, as compared to a customer who engages only in our standard loyalty program.

• We also ~~have~~use ~~grown~~our loyalty program to augment our ~~store~~frequent ~~count~~shopper ~~from~~database ~~207~~to ~~stores~~generate atinsights ~~January~~on 1customer preferences, ~~2011~~which enables us to ~~685~~target ~~stores~~our atpromotions ~~July~~to ~~10,~~specific ~~2013,~~customer groups. We believe our ability to leverage our loyalty program and weour ~~anticipate~~robust data allow us to deliver a holistic loyalty offering that increases customer spend and retention. One of the central goals of our ~~pending~~loyalty ~~Delhaize~~program ~~transaction~~is to create one-to-one relationships in order to influence customer behavior and ~~Piggly~~drive ~~Wiggly~~further ~~transaction~~sales. ~~will~~At ~~significantly~~our ~~expand~~core, ~~the~~loyalty ~~number~~and ofdata ~~operating~~are ~~stores~~deeply embedded in our ~~footprint~~culture and inform all key decisions.

• High-Quality, Relevant Offering With an Emphasis on Fresh. We ~~have~~believe ~~increased~~we ~~our~~deliver ~~net~~a compelling merchandising ~~income~~offering ~~and~~with ~~adjusted~~an ~~EBITDA~~emphasis ~~from~~on ~~fiscal~~local ~~year~~and ~~2008~~fresh ~~when~~products wethat ~~had~~serves as a ~~net~~point ~~loss~~of differentiation compared to many of ~~approximately~~our ~~$88~~competitors.8 ~~million~~Fresh ~~and~~sales ~~adjusted~~accounted ~~EBITDA~~for approximately 32% of ~~approximately~~net sales ~~$142.4~~in ~~million~~fiscal 2019, which we believe is competitive relative to ~~net~~national ~~income~~industry ~~and~~averages ~~adjusted~~such ~~EBITDA~~as the MULO market, whose average fresh sales accounted for 25% of ~~approximately~~sales ~~$103.1~~for ~~million~~the ~~and~~last ~~$370.4~~twelve ~~million~~months ended July 5, ~~respectively~~2020. Our fresh sales have historically carried higher margin profiles, represented by an approximate gross margin of 32% for fresh offerings compared to 25% for center store offerings in fiscal ~~2012~~2019. ~~For~~We ahave ~~reconciliation~~invested ofheavily ~~adjusted~~in ~~EBITDA~~optimizing tothe ~~net~~perimeter ~~income~~of ~~and~~our astore ~~discussion~~assortment, including our extensive selection of ~~why~~Certified weAngus ~~consider~~Beef, itour ~~useful~~high-quality produce and organic offerings, ~~see~~bakery ~~“—Summary~~with ~~Selected~~artisan ~~Historical~~breads and ~~Pro~~inviting ~~Forma~~floral ~~Financial~~displays. Our fresh and ~~Other~~perimeter-of-store ~~Data~~offerings are complemented by robust center-of-store and specialty assortments, all of which deliver a convenient, full-shop experience at a compelling value.”

Well-Developed Own Brands Portfolio Drives Sales and Enhances Profitability. We ~~operate~~have developed aan ~~network~~award-winning portfolio of ~~attractive~~over 8,000 ~~well~~high-~~maintained~~quality fresh, ~~stores~~frozen and ~~seek~~shelf-stable toprivate-label ~~locate~~products ~~our~~at ~~stores in high~~value-~~traffic~~oriented ~~areas~~prices that we believe are insimilar ~~close~~or ~~proximity~~ higher quality to ~~residential~~their ~~neighborhoods~~brand-name counterparts. WeFor ~~operate~~example, ~~our~~since ~~business~~relaunching asthe platform ain ~~single~~2016, ~~unit~~we ~~with~~have awon ~~single~~numerous ~~management~~quality ~~team,~~awards ~~but~~for weour ~~operate~~yogurt, ~~under~~ice ~~different~~cream ~~banners~~and inother ~~different~~dairy ~~markets~~products. We ~~generate~~employ ~~revenues~~a bymulti-tiered ~~selling~~private-label anstrategy, through which we seek to satisfy customers seeking premium, standard or core value products.

1 We believe our Own Brands portfolio has been a meaningful contributor to same store sales growth, and these products generally have higher margins than branded counterparts, enhancing our

~~Table of Contents~~5

~~assortment~~Table of grocery products, including dry and canned groceries, frozen items, produce, dairy, meat and seafood, bread and baked goods, and other fresh product offerings. In addition, a majority of our stores include pharmacies. Contents

Onoverall ~~March 9,~~profitability. ~~2012,~~Our weown ~~acquired~~brand ~~Winn-Dixie~~portfolio ~~Stores,~~generated ~~Inc~~$1.0 billion ~~for~~and a$1.6 billion in total ~~cash~~sales ~~purchase~~(after ~~price~~giving ofeffect ~~$559.3~~to ~~million.~~the ~~The~~Planned ~~Winn-Dixie~~Dispositions) ~~acquisition~~for ~~significantly~~the ~~expanded~~28 ~~our~~weeks ~~store~~ended July 8, ~~base~~2020 and ~~geographic~~fiscal ~~market~~year ~~area~~2019, ~~with~~respectively no(of ~~overlap~~which in44% ~~markets between BI-LO~~ and ~~Winn-Dixie.~~ ~~The~~39% ~~Winn-Dixie~~was ~~acquisition~~attributable ~~has allowed us~~ to ~~realize~~market, ~~significant~~14% ~~cost~~and ~~savings.~~14% Weto ~~have~~dairy, ~~achieved~~7% ~~over~~and ~~$180~~8% ~~million~~to ofproduce, ~~annual run-rate cost savings from operational improvements~~ and ~~synergies~~the toremaining ~~date~~35% and ~~expect~~39% to ~~realize~~deli, ~~moderate~~floral, ~~additional~~frozen ~~cost~~food, ~~savings~~general ~~prior~~merchandise toand ~~completion~~other ofgrocery ~~the~~items, ~~integration~~respectively). We have ~~incurred~~successfully ~~approximately~~increased ~~$71.8~~our ~~million~~Own inBrands ~~upfront~~penetration ~~integration-related~~of ~~costs~~overall ~~through~~net ~~July 10,~~sales ~~2013,~~from ~~and~~26% wein ~~anticipate~~fiscal we2017, ~~will~~to ~~incur~~approximately ~~modest~~27% for ~~additional~~fiscal ~~costs~~year ~~through~~2019 ~~completion of~~and ~~integration.~~seek ~~Consistent~~to ~~with~~continually ~~our~~introduce ~~strategy~~innovative ofitems ~~reducing~~in ~~operating~~underpenetrated ~~costs~~categories ~~and~~to ~~reinvesting~~further ~~these~~expand ~~savings~~penetration. inIn ~~the~~periods ~~business~~of tochallenging ~~stimulate~~economic ~~customer~~growth ~~traffic~~where customers are seeking value, we ~~are~~believe ~~investing~~our aOwn ~~portion~~Brands ofportfolio ~~these~~remains ~~cost~~a ~~savings~~key inarea ~~merchandising~~to ~~and~~create ~~pricing~~further ~~initiatives~~differentiation tofrom ~~drive sales~~our competition.

On Experienced ~~May 27,~~Management ~~2013,~~Team wewith ~~entered~~Proven ~~into~~Track ~~the Delhaize~~Record ~~merger~~of ~~agreement,~~Achieving ~~pursuant~~Results. We tobelieve ~~which~~our people weand ~~agreed~~culture toare ~~acquire~~essential ~~155 operating supermarkets (subject~~ to ~~regulatory~~our ~~approvals,~~success. ~~which~~We ~~may~~have assembled ~~require~~an ~~divestitures)~~experienced ~~under the “Sweetbay”, “Harveys”,~~ and ~~“Reid’s”~~dynamic ~~banners, for~~management ~~$265.0~~team ~~million~~comprised ~~in cash and the assumption~~ of ~~all~~a ~~related~~balanced ~~lease~~mix ~~liabilities, including approximately $92.0 million~~ of ~~capital~~long-tenured ~~lease~~Southeastern ~~liabilities.~~Grocers ~~Based~~executives onas ~~information~~well ~~provided~~as byrecent ~~Delhaize,~~hires ~~for~~who ~~the~~bring ~~52-week~~fresh ~~period~~perspectives ~~ended~~and ~~December 29,~~relevant ~~2012, we~~areas ~~believe the 155 operating supermarkets generated approximately $1.7 billion~~ of ~~revenues~~expertise. InOur ~~addition,~~executive ~~based~~team onis ~~information~~led ~~provided~~ by ~~Delhaize~~Anthony ~~and~~Hucker, our ~~management’s~~Chief ~~estimate~~Executive ~~of allocable corporate costs~~Officer, wesince ~~believe~~2017. ~~that~~Mr. Hucker ~~the~~is ~~average~~an ~~per~~over ~~store operating~~30-year ~~performance~~industry ofveteran ~~the~~with ~~155~~prior ~~operating~~experience ~~supermarkets~~as ~~for~~Chief ~~the~~Operating Officer ~~52-week~~and ~~period~~President ~~ended~~of ~~December 29~~Schnucks, ~~2012~~President ~~was~~of ~~substantially~~Ahold ~~equivalent~~USA's tobanner ~~the~~Food ~~average~~Giant ~~per~~and ~~store~~has ~~pro~~held ~~forma~~various ~~operating~~senior ~~performance~~leadership ofpositions ~~our~~at ~~stores~~Walmart ~~for~~and ~~fiscal 2012~~Aldi. ~~The~~On ~~financial information~~average, ~~relating~~Mr. Hucker, toBrian ~~the Delhaize business being acquired is based on information provided by Delhaize~~Carney, ~~has~~our Executive ~~not~~Vice ~~been~~President ~~audited~~and orChief ~~otherwise~~Financial ~~been subject to auditor review~~Officer, and ~~does not give effect to any required store divestitures. We expect~~ the ~~Delhaize~~ ~~transaction~~other tofour ~~close~~members inof ~~the~~our ~~first~~senior ~~quarter~~executive ofmanagement ~~2014.~~team Inhave ~~addition,~~over ~~on September~~30 4,years ~~2013, we entered into an agreement to purchase 21 Piggly Wiggly operating supermarkets for a purchase price~~ of ~~approximately~~retail ~~$35~~industry ~~million in cash~~experience. WeOur ~~expect~~cohesive and ~~the~~results-driven ~~Piggly~~management ~~Wiggly~~team ~~transaction~~has toled ~~close~~several ~~during~~core ~~the~~strategic ~~fourth~~initiatives ~~quarter~~for ofus, ~~fiscal~~which ~~2013.~~we ~~These~~believe ~~transactions,~~have ~~covering~~resulted ~~stores~~in ~~located~~improved intop-line ~~Florida~~results, ~~Georgia~~significant ~~and~~cost ~~South Carolina~~savings, ~~will~~enhanced ~~further~~profitability ~~build on the strength of our BI-LO~~ and ~~Winn-Dixie stores and will~~ ~~expand~~reduced ~~our customer base~~leverage.

We ~~believe~~ ~~our customer~~ ~~relationships,~~ Our ~~merchandising~~Growth ~~initiatives and experienced management team, combined with our focus on operational excellence, have positioned us to deliver strong financial results.~~ Strategies

~~Our~~ We ~~Competitive~~expect ~~Strengths~~to drive sales growth and enhance profitability by executing on the following strategies, many of which are a continuation of our existing playbook, which has successfully driven our strong financial momentum over the last several years:

Drive Comparable Store Sales Growth. We ~~believe~~intend ~~the~~to ~~following~~continue ~~key~~generating ~~competitive~~comparable ~~strengths~~store sales ~~contribute~~growth tothrough our ~~success~~strategic growth initiatives:

•: Loyalty: We believe we offer the only significant loyalty program of scale among larger food retailers in the markets in which we operate, which we believe gives us a considerable competitive advantage. As a result, we believe we can access and analyze customer data from our established based of more than seven million active loyalty members in a more effective manner than competitors, and we are better able to target and communicate with our customers. In fiscal 2019, without giving effect to the Planned Dispositions, we believe our newly introduced next generation loyalty tactics, including our Mystery Bonus Shop and Deal of the Week, contributed approximately 70 basis points to fiscal 2019 net sales. Through ongoing investment in our loyalty program, strategies and targeting, we expect to attract new active members and increase engagement with our existing members.
•: Fresh: We expect to leverage targeted investments in our fresh offering capabilities to grow sales and diversify our assortment in stores. Fresh products represented approximately 32% of our net sales mix in fiscal 2019, which we believe is highly competitive relative to national food retail industry benchmarks such as the MULO market, whose average fresh sales accounted for 25% of sales for the last twelve months ended July 5, 2020. Fresh sales have historically carried higher margin profiles represented by an approximate gross margin of 32% for fresh offerings compared to 25% for center store offerings in fiscal 2019. We continue to invest in our fresh offering, including the enhanced roll out of convenient, ready-to-eat and ready-to-heat meal solutions, Certified Angus Beef and the expansion of fresh produce and organic offerings, all of which have seen strong consumer demand. We

Leading Market Positions with Well Recognized Local Banners. We are the second largest conventional supermarket operator in the eight Southeastern states in which we operate, as defined by aggregate number of stores. We are ranked as the number one or number two conventional supermarket operator in 44 of the major metropolitan markets in which we operate, where approximately 83% of our stores are located. Our BI-LO and Winn-Dixie banners have deep local heritages that go back many decades and are well known institutions in the communities they serve. We believe our leading market positions and the strong brand recognition of our banners help generate customer traffic and loyalty. 6

~~Strategically~~Table ~~Positioned~~of ~~to Capitalize on Favorable Market Demographics in the Southeastern U.S. We believe that the Southeastern U.S. is an attractive region for supermarket retailing that is characterized by:~~ Contents

believe our fresh initiatives provide a differentiated product offering and value proposition for our customers and will continue to drive future sales growth. • Pricing: Our disciplined and competitive pricing programs are expected ~~population~~to allow us to grow in-store traffic and promote customer loyalty. We operate a high-low pricing strategy that resonates with our customers by providing an opportunity for enhanced value for the prudent and economic shopper. We have significant experience using this strategy to generate sales and expect that our pricing strategy will contribute to our sales growth ~~above~~and profitability in the ~~national~~future. • Own Brands: We believe that our award-winning Own Brands portfolio enhances our customer value proposition. We currently offer over 8,000 high-quality fresh, frozen and shelf-stable private-label products at value-oriented prices and plan to introduce an additional 400 items in fiscal year 2020. In fiscal year 2019, our Own Brands penetration was approximately 27% and we have a goal of increasing our penetration in the future. Growing our Own Brands penetration also presents a significant opportunity to enhance profitability, as we estimate that every 1% increase in penetration results in approximately $7 million in gross profit annually, after giving effect to the Planned Dispositions, based on the average; margin differential between similar branded products and our Own Brands. • Digital and Mobile Capabilities: We believe our physical footprint of well-placed stores are complemented by the third-party digital capabilities we utilize to provide our customers with a flexible shopping experience that allows them to shop where, when and how they choose. We are continuing to explore additional digital and mobile offerings to allow us to best serve our customers. We employ an asset-light approach, which leverages third-party partnerships to provide fulsome home delivery capabilities across our network. We have existing relationships with Uber, Shipt and Instacart, offering home delivery in 365 of our grocery stores and all liquor stores, and we expect to expand to additional stores by the end of 2020. We will continue to evaluate and pilot programs with existing and new partners to ensure we provide the appropriate coverage in a cost-efficient manner. • Customer Experience: We are relentless in our determination to provide a consistent, best-in-class customer experience. We believe it begins with the talent, dedication and knowledge of our store associates, who we invest significantly in, and believe are an integral component to our strategy. We are focused on implementing a customer connection strategy that will allow us to continue to serve our existing customers at the highest level and to attract new customers to our stores through our curated product offerings, distinct value proposition, digital capabilities, enhanced store environment and increased associate engagement. • Connected Personalization Initiative: We have entered into strategic relationships with a variety of digitally focused partners, including News America Marketing, Eagle Eye, Inc. and Dunhumby, Inc. to create a dynamic data analytics and marketing platform that will allow us to enhance our connected personalization capabilities, and to engage in more targeted and relevant interactions with our customers. We believe these investments will help generate incremental sales growth by providing a holistic platform to communicate with customers, including through targeted advertising or relevant product specials and coupons based on individual customer behaviors. Additionally, as we further integrate our connected personalization capabilities with our more than seven million active member loyalty program, we believe there will be significant opportunity to monetize our customer knowledge with third-party consumer companies.

~~• a business-friendly environment with low relative operating costs; and~~7

•Table ~~an established competitive landscape, including relative saturation~~ of ~~supercenters.~~Contents

2 Strengthen Existing Stores Through the Renewal Program and Strategically Pursue Opportunities to Open New Stores.

•: Renewals: We continue to invest in store renewals with the expectation of driving comparable store sales growth and positively impacting customer loyalty. Our store renewal program employs a customized approach based on the conditions of each store and the characteristics of each surrounding neighborhood and typically involves cosmetic improvements to the exterior paint and signage, a remodel of department walls, new fixtures, flooring and enhancements to our merchandise offerings and positioning based on local area demographics as well as new consultation areas for our in-store pharmacies. The average store renewal expense was approximately $1.0 million per store during fiscal year 2019. After giving effect to the Planned Dispositions, from the beginning of fiscal 2016 through July 8, 2020, we have renewed 51% of our stores. By the end of 2020, we expect to have over 180 store renewals completed, which, together with our banner conversions, will put our percentage of stores renewed at 55% since the beginning of fiscal 2016. We aim to renew another 42% of stores in the next four years (approximately 55 renewals per year), bringing our total stores renewed to 97% by the end of 2024. We also aim to obtain an average store age of less than four years by the end of 2024. For the 125 renewed stores that have been open for longer than 12 months, as of July 8, 2020, we experienced an average sales increase of approximately 10% and a return on investment that consistently exceeded our internal 20% target. We expect our renewal programs will continue to reinforce the customer experience and generate strong returns.
•: Target New Stores: Additionally, we will target new store openings (of approximately 10 new stores per year) in existing and adjacent markets where we believe we are well positioned to capitalize on opportunities. We will also continue to seek value enhancing store acquisitions, which complement our existing store base. We expect that the integration of these stores will allow us to further enhance our revenue growth, leverage our cost structure and increase profitability.

~~Table~~ Enhance ofProfitability ~~Contents~~Through Leveraging Reduced Cost Base. We believe we can continue to grow our profitability by leveraging our fixed cost base and improving comparable store sales through our merchandising programs. We have successfully introduced cost savings programs addressing goods-not-for-resale, goods-for-resale, store labor, vendor funding and leveraging selling, general and administrative ("SG&A") expenses. Between fiscal 2015 and 2017, without giving effect to the Planned Dispositions, we reduced total expenses by approximately $465 million. In 2020, we are continuing to improve our labor model by leveraging "Smart Localization" to optimize required labor costs per store, informed by customer expectations and behavior.

~~According~~ Employ a Disciplined Approach to ~~IHS~~Capital ~~Global~~Priorities ~~Insight,~~and ~~the~~Investment. We ~~eight~~will ~~states~~pursue opportunities into ~~which~~thoughtfully weinvest ~~operate~~capital ~~are~~into ~~expected~~our business to drive our future success. In recent years, we have ~~a weighted~~displayed ~~average~~our ~~population~~commitment to growth ~~between~~through ~~2012~~our core markets and ~~2030~~banners. We have chosen to invest in the renewal of ~~19.5%~~our existing stores, aswhile ~~compared~~also investing in digital tools and systems that allow us to abetter ~~weighted~~serve ~~average~~our ~~population~~customers ~~growth~~and ofdrive 13comparable sales growth.1% inWe ~~the~~will ~~rest~~also ofcontinue ~~the~~to ~~U.S.~~assess ~~IHS~~adjacent ~~Global~~markets ~~Insight~~to ~~estimates~~expand ~~that~~our ~~Florida~~store footprint while simultaneously assessing infill opportunities, ~~where~~and ~~48%~~will ofseek to expand our ~~stores~~liquor store opportunities. We are ~~located,~~committed ~~will~~to ~~experience~~maintaining a ~~population~~ ~~growth~~strong ofbalance ~~27.6%~~sheet inand ~~this~~to ~~period~~continue to generate strong free cash flow, ~~driven~~which bywill ~~higher~~provide ~~birth~~us ~~rates~~with ~~compared~~ample liquidity and allow us to ~~the~~self-fund ~~national~~our ~~average,~~growth ~~continuing~~initiatives. ~~high~~We ~~levels~~intend ofto ~~immigration~~deploy free cash flow to delever and anto ~~overall~~invest ~~aging~~in Uprojects with strong returns.S We will also seek to proactively return capital to shareholders through modest dividends. ~~population~~As ~~that~~we iscontinue ~~drawn~~to grow, we will remain disciplined in our approach to ~~Florida~~capital priorities, with a focus on achieving our sustainable, long-term growth strategy.

We believe aggressive government promotions and incentives for businesses are driving industrial growth in the Southeast. We believe that state governments across the region, seeking to create jobs for their residents, are offering attractive tax incentives for businesses that build in or relocate to these states. We believe the Southeast also offers an attractive labor market for us, with lower average wage rates than the national average and a generally non-union work force. Unlike the employees of many supermarket operators in other regions of the U.S., none of our employees are covered by a collective bargaining agreement. 8

WeTable ~~believe the competitive landscape in the Southeast is well established, with relative saturation~~ of supercenters such as Walmart, and dollar stores such as Dollar General, Dollar Tree and Family Dollar. As of January 31, 2012, in the states we serve, there were approximately 14 Walmarts per million people, compared to approximately 9 per million in the rest of the U.S., and there were approximately 113 dollar stores per million people compared to approximately 56 per million in the rest of the U.S. Given this saturation, although the new store opening strategies of competitors operating these formats are unknown, we believe it is likely that we will be confronted with fewer new store openings by these formats in the future, compared to the rest of the U.S. Additionally, we believe we have developed an effective strategy and shopping experience to compete with these formats, as evidenced by our consistent positive pro forma comparable store sales growth over the past several years. Contents

~~Compelling~~ ~~Customer Value Proposition that Promotes Loyalty. We are a competitively priced, “high / low” operator. This pricing strategy allows us to target a broad~~ ~~customer~~ base and drive customer traffic through periodic promotions on selected items. In addition, we have developed a number of customer loyalty and merchandising initiatives, including our BONUSCARD and Customer Reward Card loyalty programs, our ~~fuelperks!~~ Risks ~~program,~~Associated ~~our~~with ~~$4/$10~~Our ~~generic Rx program and our “Real Fresh” program.~~ Business

~~Supported~~ Investing byin ~~fuelperks!,~~ our ~~loyalty~~common ~~card~~stock ~~programs~~involves ~~now~~a ~~include~~number ~~over~~of ~~15 million active card holders~~risks. ~~The~~These ~~average~~risks ~~dollar~~represent ~~value~~challenges ofto ~~loyalty card transactions was 176% greater than~~ the ~~average~~successful ~~dollar value~~implementation of ~~transactions by non-card holders in the first 28 weeks of fiscal 2013. We use~~ our ~~loyalty~~strategy ~~card programs to track customer sales transaction data in a frequent shopper database, which enables us to target our promotions to specific customer~~and ~~groups.~~the ~~Supported by these initiatives, we have experienced positive pro forma comparable store sales~~ growth ~~for 18 consecutive quarters through the second quarter~~ of ~~fiscal 2013. Additionally,~~ our ~~last six quarters comparable store sales growth on a two-year stack basis averaged 6~~business.~~6%,~~ ~~significantly~~Some ~~outpacing that~~ of ~~our~~these ~~peers,~~risks ~~which averaged 1.7% over this timeframe based on publicly available information.~~ are:

•: adverse economic conditions;
•: the impact of the COVID-19 pandemic on our business;
•: failure to successfully execute our strategic initiatives;
•: the competitive nature of the industry in which we conduct our business;
•: our inability to timely identify or respond to customer trends;
•: significant changes to our relationship with C&S Wholesale Grocers ("C&S");
•: disruptions to our product supply or to C&S's distribution network;
•: our inability to maintain the services of key personnel and failure to attract, train and retain qualified staff;
•: risks associated with providing pharmacy services at our stores;
•: our inability to open, relocate or remodel stores on schedule;
•: increase in marketing, advertising and promotional costs and inability to implement effective marketing, advertising and promotional strategies;
•: failure to maintain our reputation and the value of our brands, including protection of our intellectual property;
•: risks associated with leasing substantial amounts of space, including liability under our operating leases assigned to third parties;
•: impairment expenses on the value of our long-lived assets;
•: risks related to adoption of fresh start accounting;
•: failure to maintain the privacy and security of confidential customer and business information;
•: disruptions of or compromises to our information technology system;
•: a loss in customer confidence in the safety and quality of our products;
•: our inability to retain the loyalty of our customers;
•: results of any ongoing litigation or legal proceedings in which we are involved or in which we may become involved;
•: changes in laws, rules and regulations affecting our industry;
•: the geographic concentration of our locations, which makes us vulnerable to severe storm damage, natural disasters and other local adverse weather conditions;
•: threats or potential threats to security of food and drug safety, the occurrence of a widespread health epidemic and/or pandemic or other incidents beyond our control;
•: attempts to unionize our employees;
•: the seasonality of our business;

Attractive, Well Maintained Stores. Within the last five fiscal years, 46% of our stores have been remodeled. We believe our store remodels have driven further traffic to our stores. We intend to continue remodeling selected stores, focusing our capital spending decisions on the anticipated return on our investment in these remodels. We seek to locate our stores in high-traffic areas that are in close proximity to residential neighborhoods. Most of our stores occupy between 40,000 and 50,000 square feet, providing our customers with a balance of convenience and assortment. 9

~~Strong~~Table ~~Free~~of Cash Flow Generation and Minimal Contingent Liabilities. Our business model relies on controlling costs, combined with a disciplined approach to capital expenditures and working capital controls to drive strong operating profits and free cash flow. We have few closed store lease liabilities and, as a non-union Contents

•: inability to utilize a significant portion of our U.S. federal net operating loss carryforwards ("NOLs") or other tax attributes;
•: increases or fluctuations in our operating costs;
•: changes in accounting standards, subjective assumptions, estimates and judgements by management related to complex accounting matters;
•: unanticipated changes in the insurance market or factors affecting self-insurance reserve estimates; and
•: other factors discussed in "Risk Factors" and elsewhere in this prospectus.

3 For a discussion of these and other risks you should consider before making an investment in our common stock, see the section entitled "Risk Factors."

~~Table~~ of ~~Contents~~ Corporate Information

~~operator,~~ We ~~unlike~~are ~~many~~a ofDelaware ~~our~~corporation. ~~competitors~~We inwere ~~the~~incorporated ~~grocery~~as ~~industry~~Southeastern Grocers, Inc. weon ~~benefit~~May 30, ~~from~~2018. aOur ~~lack~~principal ofexecutive offices ~~burdensome~~are ~~and~~located ~~often~~at ~~underfunded~~8928 ~~multi-employer~~Prominence ~~pension~~Parkway ~~plan~~#200, ~~obligations~~Jacksonville, Florida 32256. WeOur ~~believe~~telephone ~~our~~number ~~cash~~is ~~flow generation~~(904) 783-5000. Our corporate website address is awww.segrocers.com. ~~competitive~~Our ~~advantage~~website and the information contained on, or that ~~will~~can ~~allow~~be ~~for~~accessed ~~strong~~through, ~~operational~~our website is not deemed to be incorporated by reference in, and ~~financial~~is ~~flexibility~~not considered part of, this prospectus. You should not rely on any such information in making your decision whether to purchase our common stock.

~~Track~~ ~~Record of Expansion and Platform for Future Growth Through Acquisitions. We acquired Winn-Dixie in~~ ~~March~~ 2012, which more than tripled our store base. This year, we have entered into definitive agreements with Delhaize and Piggly Wiggly to acquire a large number of operating stores, which we expect will further strengthen our market position in the Southeast. Our management team has gained valuable experience and established a track record of identifying and executing strategic acquisitions, and we believe that our corporate infrastructure, systems and centralized functions have the capacity to accommodate further growth through acquisitions. As a result, we believe we are well positioned to take advantage of future acquisition opportunities. Reorganization

~~Realization~~ On March 27, 2018, Southeastern Grocers, LLC and 26 of ~~Value-Creating~~its subsidiaries filed voluntary petitions for reorganization under ~~Synergies~~Chapter 11 in the Bankruptcy Court pursuant to a prepackaged plan of reorganization. We ~~have~~On ~~extensive~~May 30, ~~experience~~2018, inwe ~~creating~~converted ~~value~~from ~~through~~a ~~strategic~~limited ~~acquisitions~~liability company to a corporation. As ~~demonstrated~~a byresult, ~~the~~all ~~combination~~ of ~~BI-LO~~our membership interests were canceled and ~~Winn~~new ~~Dixie,~~equity ~~our~~interests ~~increased~~were ~~scale~~issued ~~allows~~in usthe toform ~~lower~~of ~~our~~common ~~purchasing~~stock. ~~costs~~We emerged from bankruptcy on May 31, ~~achieve~~2018. We refer ~~efficiencies~~to this reorganization as the "Reorganization" in ~~distribution~~this ~~and~~prospectus. ~~further~~Although ~~decrease~~we ~~our~~emerged ~~fixed~~from ~~cost~~bankruptcy ~~structure~~on May 31, 2018, we elected to ~~improve~~apply ~~profitability.~~fresh ~~The~~start ~~Winn-Dixie~~accounting ~~merger~~effective ~~presented~~May 30, us2018, to coincide with the timing of a ~~significant~~normal ~~opportunity~~weekly toclose. ~~generate~~The ~~synergies~~events ~~which~~between May 30, in2018 ~~conjunction~~and ~~with~~May 31, ~~our~~2018 ~~belief~~were evaluated and management concluded that wethe ~~could~~use ~~more~~of an accounting convenience ~~efficiently~~date ~~deploy~~did ~~capital~~not ~~and~~have ~~conduct~~a material impact on the results of operations ator ~~Winn-Dixie~~financial position. In addition, ~~underpinned~~on ~~our~~the ~~rationale~~Emergence inDate, ~~pursuing~~we entered into (i) the ~~acquisition.~~ABL WeCredit ~~have~~Agreement, ~~achieved~~which ~~over~~included ~~$180~~both our $550 million ofRevolving ~~annual~~Credit ~~run-rate~~Facility ~~cost~~and ~~savings~~our ~~from~~$50 million ~~operational~~FILO ~~improvements~~Facility, and ~~synergies~~(ii) the toTerm ~~date~~Loan ~~and~~Agreement, ~~expect to~~governing ~~realize~~our ~~moderate~~$475 million ~~additional~~Term ~~cost~~Loan. ~~savings~~Subsequent ~~prior~~ to July 8, ~~completion~~2020, ofwe ~~the~~repaid ~~integration~~$23.8 million Weon ~~have~~the ~~incurred~~Term ~~approximately~~Loan including $7122.8 9 million inrepurchased ~~upfront~~on ~~integration-related~~the ~~costs~~open ~~through~~market ~~July~~and $0.9 ~~10,~~million ~~2013~~of scheduled amortization. In addition, we repaid in full and weterminated ~~anticipate~~the weFILO ~~will~~Facility ~~incur~~on ~~modest~~August 6, ~~additional~~2020, ~~costs~~ including $30.1 million through ~~completion~~an ofoptional ~~integration~~prepayment.

~~Proven~~ ~~and~~ ~~Experienced~~ Management Team. The executive team of BI-LO Holding, which manages our operations, averages 32 years of retail industry experience. Randall Onstead, our CEO, is a 33-year industry veteran. Prior to his tenure ~~with~~ Refinancing us, he served as Chairman and CEO of Randall’s Food Markets, Inc., a Houston-based supermarket chain, and as President of Dominick’s Finer Foods. Our management team also includes Brian Carney (Executive Vice President and Chief Financial Officer), Larry Stablein (Executive Vice President and Chief Merchandising Officer) and Mark Prestidge (Executive Vice President and Chief Operations Officer). Mr. Onstead, as a director and as CEO, Mr. Carney and the management team have led several core initiatives, which we believe have resulted in: Transactions

• On 18October 9, ~~consecutive~~2020, ~~quarters~~we repaid the outstanding balance of ~~positive~~our ~~pro~~Term ~~forma~~Loan ~~comparable~~and ~~store~~terminated ~~sales~~our ~~growth;~~Term Loan Agreement with proceeds from the issuance of $325 million aggregate principal amount of 5.625% Senior Secured Notes due 2028 (the "Notes") together with cash on hand and drawings under the Revolving Credit Facility of approximately $31 million. We refer to the Notes offering, the use of cash on hand and the drawdown of amounts under the Revolving Credit Facility and the use of proceeds thereof to fund the repayment of the Term Loan in full and pay associated fees and expenses as the "Refinancing Transactions" in this prospectus.

• In connection with the ~~expansion~~Refinancing Transactions, ~~prior~~we toamended ~~our~~the ~~Winn-Dixie~~ABL ~~acquisition,~~Credit ofAgreement ~~BI-LO’s~~to, ~~adjusted~~among ~~EBITDA~~other ~~margins~~things, ~~which~~provide ~~increased~~any ~~from~~necessary ~~5.6%~~consents ~~in fiscal 2010~~ to ~~6.0%~~consummate inthe ~~fiscal~~Refinancing ~~2011.~~Transactions, reduce ~~For~~the acommitments ~~reconciliation~~under ofthe ~~adjusted~~Revolving ~~EBITDA~~Credit ~~margin~~Facility ~~and~~from a$550 million ~~discussion~~to of$450 million ~~why~~and wejoin ~~consider~~SEG itHolding ~~useful~~Finance, LLC ~~see~~as ~~“—Summary~~a ~~Selected~~guarantor ~~Historical~~under ~~and~~the ~~Pro~~ABL ~~Forma~~Credit ~~Financial~~Agreement. ~~and Other Data”;~~

~~• an expansion of our store base by 478 operating stores since the beginning of fiscal 2011, through the identification and execution of the Winn-Dixie acquisition; and~~10

•Table ~~the realization~~ of ~~significant~~Contents ~~cost savings and synergies from the acquisition of Winn-Dixie.~~

4 The Offering


Issuer		Southeastern Grocers, Inc.
Common stock outstanding		shares of common stock.
Common stock offered by the selling stockholders		shares (or shares if the underwriters' option to purchase additional shares is exercised in full) of common stock.
Option to purchase additional shares of common stock		The underwriters have an option to purchase an additional shares of common stock from the selling stockholders. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.
Use of proceeds		We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders in this offering, including from any exercise by the underwriters of their option to purchase additional shares from the selling stockholders. The selling stockholders will receive all of the net proceeds and bear the underwriting discount, if any, attributable to their sale of our common stock. We will pay certain expenses associated with this offering. See "Principal and Selling Stockholders."
Dividend policy		We do not anticipate paying any dividends on our common stock for the foreseeable future; however, we may change this policy in the future. See "Dividend Policy."
Risk factors		Investing in our common stock involves a high degree of risk. See the "Risk Factors" section of this prospectus beginning on page 17 and the other information included in this prospectus for a discussion of factors you should carefully consider before investing in our common stock.
Listing		We intend to apply to have our common stock listed on the NYSE under the symbol "SEGR."

~~Our~~ Unless we ~~Strategy~~indicate otherwise or unless the context otherwise requires, all information in this prospectus:

•: assumes no exercise of the underwriters' option to purchase additional shares from the selling stockholders;
•: gives effect to our amended and restated certificate of incorporation, which will be in effect prior to the consummation of this offering;
•: excludes an aggregate of shares of common stock reserved for issuance under our existing management incentive plan (the "MIP"), including shares of common stock issuable upon the exercise of issued and outstanding stock options and shares of common stock issuable upon the vesting of issued and outstanding restricted stock unit ("RSU") awards;
•: excludes an aggregate shares of common stock reserved for issuance under our that we intend to adopt at the time of this offering; and
•: assumes an initial public offering price of $ per share, the midpoint of the estimated public offering price range on the cover page of this prospectus.

~~We plan to pursue strategies that will allow us to maintain our strong financial performance and further expand our market share and store base, including:~~ 11

~~Continue~~Table to Drive Strong Sales Performance. We are focused on driving additional sales and household penetration by increasing customer loyalty and attracting new customers into existing stores. We believe our promotional and merchandising programs, quality product offerings, attractive and well-maintained stores, and competitive prices will facilitate the achievement of ~~this~~Contents goal by delivering a superior and value-oriented shopping experience. We believe we have the opportunity to further increase our market share by remodeling selected stores to improve their sales productivity. Our strong focus on customer service, coupled with our well maintained store base, provides our customers with an attractive shopping experience that helps drive sales.

~~Continue~~ ~~to Focus on Growing Profitability. We believe we can continue to grow our profitability by reducing costs, leveraging our fixed cost base and improving comparable~~ ~~store~~ sales through our merchandising programs. We plan to continue reducing operating expenses in ways that do not negatively impact our customers’ shopping experience, while investing in programs that increase customer loyalty and drive ~~top-line~~ Summary ~~sales~~Historical ~~growth.~~Consolidated ~~For~~Financial ~~example, since the Winn-Dixie acquisition, we have significantly cut expenses~~ and ~~realized~~Other ~~synergies through scale efficiencies and operational improvements while at the same time improving our comparable store sales performance.~~ Data

~~Our~~ The ~~private~~following ~~label~~table ~~program~~sets isforth ~~one example~~our summary historical consolidated financial and other data for the periods and as of the dates indicated. As a result ~~merchandising~~of ~~program~~the ~~that~~Reorganization, ~~exemplifies~~the ~~this~~accompanying ~~strategy.~~historical ~~Private~~financial ~~label~~statements ~~products~~and summary historical consolidated financial data are ~~similar~~presented inon ~~quality~~a toPredecessor ~~their~~and ~~brand~~Successor ~~name~~basis. ~~counterparts,~~References ~~they~~to "Successor" ~~benefit~~relate to our ~~customers~~results ~~through~~of ~~lower~~operations ~~prices~~ and ~~they~~financial ~~are~~position ~~generally~~subsequent ~~more~~to ~~profitable~~May 30, 2018, the day prior to usour ~~than their~~emergence ~~branded~~from ~~counterparts.~~bankruptcy, ~~Private~~to ~~label~~coincide ~~products~~with ~~represented~~the ~~16.9%~~timing of ~~our~~a ~~sales~~normal ~~volume~~weekly close. The events between May 30, 2018 and ~~20.8%~~May 31, of2018 ~~our~~were ~~unit~~evaluated ~~volume~~and ~~for~~management ~~the~~concluded ~~first~~that 28the ~~weeks~~use of ~~fiscal~~an ~~2013.~~accounting Weconvenience ~~employ~~date did not have a ~~multi-tiered~~material ~~private~~impact ~~label~~on ~~strategy,~~our results ~~through~~of ~~which~~operations weor ~~seek~~financial position. References to ~~satisfy~~"Predecessor" ~~the~~relate ~~needs~~ to our results of ~~customers~~operations ~~seeking~~and ~~premium~~financial position prior to, ~~standard~~and including, orMay 30, ~~value~~2018. ~~products~~The consolidated financial statements for the Successor periods are not comparable to those of the Predecessor periods.

~~Selectively~~ We derived ~~Pursue~~the ~~Expansion~~summary ~~Through~~historical ~~Acquisitions~~consolidated ~~and~~financial ~~New~~data ~~Store~~as ~~Openings. We~~of ~~will~~and ~~target~~for ~~new~~the ~~store~~28 ~~openings~~weeks inended ~~existing~~July 8, 2020 and ~~adjacent~~the ~~markets~~28 ~~where~~weeks weended ~~believe~~July 10, we2019 ~~are~~from ~~well~~our unaudited ~~positioned~~condensed toconsolidated ~~capitalize~~financial onstatements ~~opportunities~~included elsewhere in this prospectus. We ~~will~~derived ~~also~~the ~~continue~~summary tohistorical ~~seek~~consolidated ~~value~~financial ~~enhancing~~data ~~store~~as ~~acquisitions~~of and for the year ended December 25, ~~such~~2019 and asfor the ~~Delhaize~~30 weeks ~~transaction~~ended December 26, 2018 and for the ~~Piggly~~22 weeks ~~Wiggly~~ended ~~transaction~~May 30, ~~that~~2018, ~~complement~~as of December 26, 2018 and for the year ended December 27, 2017 from our ~~existing~~audited ~~store~~consolidated ~~base~~financial statements included elsewhere in this prospectus. We ~~expect~~derived ~~that~~ the ~~integration~~ summary historical consolidated financial data as of ~~these~~December 27, ~~stores~~2017 ~~will~~and ~~allow~~as usof toand ~~further~~for ~~enhance~~the years ~~our~~December 28, ~~revenue~~2016 ~~growth~~and December 30, ~~leverage~~2015 from our ~~cost~~audited ~~structure,~~consolidated ~~and~~financial ~~increase~~statements ~~profitability~~not included elsewhere in this prospectus.

~~Industry~~ Our historical ~~Overview~~results are not necessarily indicative of the results to be expected in any future period. You should read the information set forth below together with "Non-GAAP Financial Measures," "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Capitalization," and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

We operate in the approximately $600 billion U.S. supermarket industry, which is a highly fragmented sector, with a large number of players competing in each region and few truly national players. According to Progressive Grocer, there are approximately 37,000 supermarkets in the United States with at least $2 million of annual sales, with the top 10 supermarket operators accounting for approximately 10,000 locations or approximately 27% of total supermarkets. We believe we are the sixth largest conventional supermarket operator based on number of stores. According to Progressive Grocer, conventional supermarkets accounted for 67% of total U.S. supermarket sales in 2012, having grown their share from 65% of total U.S. supermarket sales in 2009. 12

~~According~~Table to Progressive Grocer, sales at supermarkets increased 3.1% in 2012 to $602.6 billion. This growth was partially driven by moderate food retail price inflation. The Consumer Price Index (CPI) for food at home increased 1.3% in 2012, down from a 6.0% increase in 2011. Over the past 5 years, CPI for food at home has grown by approximately 3% annually, and the U.S. Department of ~~Agriculture is forecasting food at home inflation of 1.5% to 2.5% in 2013 and 2.5% to 3.5% in 2014.~~ Contents

	Successor												Predecessor

	28 Weeks Ended July 8, 2020			28 Weeks Ended July 10, 2019			Year Ended December 25, 2019			30 Weeks Ended December 26, 2018			22 Weeks Ended May 30, 2018			Year Ended December 27, 2017			Year Ended December 28, 2016			Year Ended December 30, 2015
	(in thousands, other than per share, margin, comparable store sales and number of stores data)
Statements of Operations and Comprehensive Income (Loss) Data(1)(2):
Net Sales	$	5,262,757		$	4,502,670		$	8,277,374		$	4,829,732		$	3,942,780		$	9,875,104		$	10,451,420		$	11,257,471
Cost of sales, including warehouse and delivery expense		3,806,942			3,325,132			6,117,224			3,586,009			2,914,222			7,278,280			7,787,276			8,388,147

Gross Profit		1,455,815			1,177,538			2,160,150			1,243,723			1,028,558			2,596,824			2,664,144			2,869,324
Operating, general and administrative expenses		1,210,910			1,195,708			2,195,046			1,313,863			1,024,666			2,638,828			2,597,371			2,720,904

Income (loss) from operations		244,905			(18,170	)		(34,896	)		(70,140	)		3,892			(42,004	)		66,773			148,420
Interest expense		36,881			44,607			82,339			64,497			50,988			135,083			134,437			139,135
Reorganization items, net		—			—			—			—			(792,260	)		—			—			—

Income (loss) before income taxes		208,024			(62,777	)		(117,235	)		(134,637	)		745,164			(177,087	)		(67,664	)		9,285
Income tax expense (benefit)		2,334			(533	)		(995	)		(48,274	)		(16,263	)		(38,301	)		400,606			3,633

Net income (loss)	$	205,690		$	(62,244	)	$	(116,240	)	$	(86,363	)	$	761,427		$	(138,786	)	$	(468,270	)	$	5,652



Net income (loss) as a percent of net sales		3.91	%		(1.38	)%		(1.40	)%		(1.79	)%		19.31	%		(1.41	)%		(4.48	)%		0.05	%
Weighted-average common shares outstanding—
Basic		10,064			10,001			10,001			10,000
Diluted		10,228			10,001			10,001			10,000
Basic earnings (loss) per share	$	20.44		$	(6.22	)	$	(11.62	)	$	(8.64	)
Diluted earnings (loss) per share	$	20.11		$	(6.22	)	$	(11.62	)	$	(8.64	)
Pro Forma net income per common share
Basic
Diluted
Statements of Cash Flows Data(1)(2):
Net cash provided by (used in):
Operating activities	$	398,435		$	(17,409	)	$	56,945		$	89,975		$	89,928		$	216,291		$	98,532		$	182,801
Investing activities	$	(13,112	)	$	(76,085	)	$	(141,248	)	$	(116,526	)	$	(3,916	)	$	(104,980	)	$	(86,874	)	$	(13,077	)
Financing activities	$	(363,092	)	$	87,150		$	108,939		$	17,021		$	(79,538	)	$	(93,692	)	$	(27,955	)	$	(193,650	)
Other Financial Data (non-GAAP)(1)(2):
Adjusted EBITDA(3)(4)	$	363,604		$	175,386		$	292,453		$	136,134		$	165,068		$	315,620		$	250,161		$	305,695
Adjusted EBITDA margin		6.9	%		3.9	%		3.5	%		2.8	%		4.2	%		3.2	%		2.4	%		2.7	%
Net Sales Adjusted for the Planned Dispositions(4)	$	4,324,634		$	3,608,720		$	6,667,380			—			—			—			—			—
Rent expense	$	102,258		$	101,856		$	188,927		$	97,741		$	74,964		$	207,632		$	214,597		$	226,463
Capital expenditures	$	71,721		$	93,693		$	164,651		$	120,578		$	50,429		$	115,653		$	156,626		$	103,232
Other Operating Data(1)(2):
Comparable store sales increase (decrease)(5)		18.4	%		0.1	%		0.4	%⁽⁶⁾		—⁽⁸⁾			—	⁽⁸⁾		(2.2	)%		(3.6	)%		(0.5	)%
Number of stores at end of fiscal period		545			551			547			573			—			702			736			755
Gross square footage at end of period		24,988			25,229			25,069			26,268			—			31,634			33,089			33,908

~~Table of Contents~~13

~~Our~~Table ~~stores are located in attractive markets where we have faced our primary competitors for an extended period~~ of time. We believe the competitive landscape in our markets is well established and that we can successfully manage the incremental impact of any new competing store openings by executing our key strategies and delivering on our strong customer value proposition. Contents

Our Sponsor

	As of July 8, 2020			As of December 25, 2019		As of December 26, 2018		As of December 27, 2017			As of December 28, 2016			As of December 30, 2015

	(in thousands)
Consolidated Balance Sheet Data(1)(2):
Cash and cash equivalents	$	93,070		$	70,299	$	44,512	$	50,908		$	33,289		$	49,586
Total assets	$	2,614,493		$	2,730,204	$	2,413,138	$	1,874,165		$	2,076,608		$	2,531,620
Stockholders' equity (Membership deficiency)	$	428,598		$	220,181	$	372,739	$	(750,743	)	$	(610,304	)	$	(140,833	)
Current portion of long-term debt	$	16,696		$	16,000	$	12,250	$	774,785			—			—
Long-term debt	$	407,148		$	752,521	$	674,279	$	424,208		$	1,232,586		$	1,221,445
Current maturities of obligations under finance/capital leases	$	4,548		$	6,465	$	6,076	$	13,286		$	16,766		$	18,069
Obligations under finance/capital leases	$	61,299(a	)	$	49,715	$	56,057	$	101,026		$	114,483		$	134,241
Total Debt(7)	$	507,962		$	850,805	$	915,341	$	1,523,690		$	1,596,156		$	1,626,247
Total Net Debt(7)	$	414,892		$	780,506	$	870,829	$	1,472,782		$	1,562,867		$	1,576,661

~~Lone~~ ~~Star~~ (a)Includes $13,959 ~~Fund~~in Vliabilities (Uheld-for sale as of July 8, 2020.S. (1)Unless otherwise stated, ~~L.P.~~these ~~and~~amounts ~~Lone~~do ~~Star Fund~~not ~~VII~~give (Ueffect to the Planned Dispositions.S. (2),ASU 2016-02 Lwas adopted during fiscal year 2019.P. For more information, ~~which~~please wesee ~~refer~~Note 2 to our audited financial statements included elsewhere in this prospectus. (3)Adjusted EBITDA for the 28 weeks ended July 8, ~~along~~2020, ~~with~~fiscal ~~their~~year ~~affiliates~~2019 and ~~associates~~the ~~(excluding~~28 weeks usended July 10, 2019 includes an additional $0 thousand, $26,278 thousand and ~~other~~$14,118 thousand, ~~companies~~respectively ~~that~~of ~~they~~incremental ~~own~~lease expense recognized as a result of ~~their~~adopting ~~investment~~lease ~~activity),~~accounting asstandard ~~Lone~~ASU ~~Star~~2016-02, orLeases (Topic ~~our~~842). (4)Non-GAAP ~~sponsor~~Financial Measures In addition to reporting GAAP results, ~~are~~we ~~part~~evaluate ofperformance aand ~~leading private~~report ~~equity~~our ~~firm.~~results ~~Since~~on ~~the~~certain ~~establishment~~Non-GAAP ofMeasures. ~~its~~We ~~first~~believe ~~fund~~that inthe ~~1995,~~presentation ~~Lone~~of these ~~Star~~Non-GAAP ~~has~~Measures ~~organized~~provides 11useful ~~private~~information ~~equity~~to ~~funds~~investors ~~with~~regarding ~~aggregate~~our ~~capital~~results, ~~commitments~~operating ~~totaling~~trends ~~over~~and ~~$38~~performance ~~billion~~between periods. ~~The~~We ~~funds~~define ~~are~~Adjusted ~~structured~~EBITDA as ~~closed-end~~EBITDA, ~~private-equity~~adjusted ~~limited~~for loss (gain) ~~partnerships,~~on sale or disposition of assets; expenses associated with the ~~limited~~closing ~~partners~~or disposition of ~~which~~stores; ~~include~~impairment ~~corporate~~expense; ~~and~~franchise ~~public~~taxes; ~~pension~~expenses ~~funds,~~(income) ~~sovereign~~in ~~wealth~~connection ~~funds,~~with ~~university~~the ~~endowments~~Reorganization, ~~foundations~~business optimization and other strategic initiatives, ~~fund~~primarily consisting of ~~funds~~professional and ~~high~~consulting ~~net~~fees ~~worth~~related ~~individuals.~~to ~~Immediately~~a ~~prior~~review of our pricing and promotional strategy, cost savings initiatives, as well as activities relating to ~~this~~the ~~offering~~Planned Dispositions and public company preparation costs; incremental costs attributable to opening, ~~Lone~~remodeling ~~Star~~or ~~owned~~converting ~~all~~a store; (gain) loss from natural disasters, net of ~~our~~insurance ~~outstanding~~recoveries; ~~equity~~share-based ~~interests,~~compensation expense; fresh start adjustments; fees and ~~will~~expense ~~own~~reimbursement ~~approximately %~~to LSF Southeastern Grocery Holdings LLC; and board of ~~our~~directors ~~common~~fees. ~~stock~~We define ~~immediately~~Net ~~following~~Sales ~~consummation~~Adjusted offor ~~this~~the ~~offering,~~Planned ~~assuming~~Dispositions noas ~~exercise~~net ofsales less the ~~underwriters~~net ~~option~~sales of the stores to ~~purchase~~be ~~additional~~sold ~~shares~~in ofconnection with the Planned Dispositions or closed in the normal course since the ~~common~~beginning ~~stock~~of fiscal year 2019. ~~Therefore~~We define Total Debt as the sum of long-term debt (including the current portion thereof), weunamortized ~~expect~~debt toissuance becosts, aunamortized ~~“controlled~~debt ~~company”~~discount ~~under~~(premium) and finance/capital lease obligations (including the ~~corporate~~ ~~governance~~current ~~standards~~portion thereof) and toother ~~take~~financing ~~advantage~~obligations ofand ~~the~~we ~~corporate~~define ~~governance~~Total ~~exceptions~~Net Debt as Total Debt less cash. ~~related~~We believe ~~thereto~~that these supplemental Non-GAAP Measures provide management and other users with additional meaningful financial information that should be considered when assessing our ongoing performance.

~~Corporate Information~~ 14

~~Our~~Table executive offices are located at 5050 Edgewood Court, Jacksonville, Florida 32254. Our principal mailing address is also 5050 Edgewood Court, Jacksonville, Florida 32254, and our telephone number is (904) 783-5000. Our website address is www.biloholdings.com. Information contained on our website is not part of and is not incorporated by reference into this prospectus. BI-LO, Super BI-LO, Southern Home, Winn-Dixie, and other trademarks or service marks of ours appearing in this prospectus are our property. Other trademarks and service marks appearing in this prospectus are the property of their respective holders. Contents

: The following table reconciles Adjusted EBITDA to net income (loss) and Net Sales Adjusted for the Planned Dispositions to net sales, their most directly comparable GAAP financial performance measures, respectively.

Summary Risk Factors

	Successor												Predecessor

	28 Weeks Ended July 8, 2020			28 Weeks Ended July 10, 2019			Year Ended December 25, 2019			30 Weeks Ended December 26, 2018			22 Weeks Ended May 30, 2018			Year Ended December 27, 2017			Year Ended December 28, 2016			Year Ended December 30, 2015
	(in thousands)
Net income (loss)	$	205,690		$	(62,244	)	$	(116,240	)	$	(86,363	)	$	761,427		$	(138,786	)	$	(468,270	)	$	5,652
Depreciation and amortization expense(a)		98,155			142,305			238,403			146,337			68,045			180,297			166,964			174,837
Interest expense		36,881			44,607			82,339			64,497			50,988			135,083			134,437			139,135
Income tax expense (benefit)		2,334			(533	)		(995	)		(48,274	)		(16,263	)		(38,301	)		400,606			3,633

EBITDA		343,060			124,135			203,507			76,197			864,197			138,293			233,737			323,257
Adjustments to reconcile EBITDA to Adjusted EBITDA:
(Gain) Loss on sale or disposition of assets(b)		(22,491	)		3,383			7,681			3,577			(32,111	)		(3,260	)		(38,309	)		(56,417	)
Expenses associated with the closing or disposition of stores(c)		333			18,124			20,324			14,047			59,167			19,334			14,426			6,225
Impairment expense(d)		31,338			1,082			21,188			—			35,603			115,111			10,183			3,828
Franchise taxes		283			181			488			2			89			154			186			756
Expenses (income) in connection with the Reorganization, business optimization, and other strategic initiatives(e)		6,203			22,150			25,631			21,239			(7,851	)		32,447			16,387			23,821
Incremental costs attributable to opening, remodeling or converting a store(f)		4,856			7,301			12,710			14,013			6,632			8,298			5,099			—
(Gain) loss from natural disasters, net of insurance recoveries(g)		(2,980	)		(2,758	)		(4,889	)		6,411			(8,112	)		34			4,272			—
Share-based compensation expense(h)		2,733			1,497			5,272			359			—-			—			—			—
Fresh start adjustments(i)		—			—			—			—			(752,546	)		—			—			—
Fees and expense reimbursement to LSF Southeastern Grocery Holdings LLC(j)		—			—			—			—			—			5,209			4,180			4,225
Board of directors fees		269			291			541			289			—			—			—			—

Adjusted EBITDA	$	363,604		$	175,386		$	292,453		$	136,134		$	165,068		$	315,620		$	250,161		$	305,695



Net sales	$	5,262,757		$	4,502,670		$	8,277,374			—			—			—			—			—
Planned Dispositions stores net sales		934,815			806,336			1,501,718			—			—			—			—			—
Closed stores		3,308			87,614			108,276			—			—			—			—			—

Net Sales Adjusted for the Planned Dispositions	$	4,324,634		$	3,608,720		$	6,667,380			—			—			—			—			—

An ~~investment~~ (a)Includes depreciation inand ~~our~~amortization ~~common~~on ~~stock~~property ~~involves~~and ~~various~~equipment, ~~risks~~intangible assets, and favorable/unfavorable leases. (b)Reflects the ~~You~~loss ~~should~~or ~~consider~~gain ~~carefully~~resulting from the ~~risks~~difference ~~discussed~~between ~~below~~proceeds received and ~~under~~carrying ~~“Risk~~value of assets sold or carrying value of assets disposed or retired. ~~Factors”~~(c)Includes costs ~~before~~related ~~purchasing~~to ~~our~~store ~~common~~closures ~~stock~~including non-cash lease related adjustments and lease-related costs for closed stores. IfAlso, ~~any~~includes non-recurring severance and other disposal costs for store closures. (d)Includes non-cash impairment expenses related to long-lived assets as well as indefinite-lived intangibles such as tradenames. (e)Includes costs related to (1) the prepackaged plan of ~~these~~reorganization, ~~risks~~the ~~actually~~Reorganization ~~occur~~and any related transactions, ~~our~~(2) costs in connection with strategic initiatives and business, ~~financial~~optimization ~~condition~~expense, orprimarily ~~results~~consisting of ~~operations~~professional ~~may~~and beconsulting ~~materially~~fees ~~adversely~~related ~~affected.~~to Ina ~~such~~review ~~case~~of our pricing and promotional strategy, cost savings initiatives, as well as activities relating to the ~~trading~~Planned ~~price~~Dispositions ofand ~~our~~public ~~shares~~company ofpreparation ~~common~~costs, ~~stock~~(3) costs in connection with equity issuances (including this offering), and (4) costs ~~would~~related ~~likely~~to ~~decline~~warehouse closures and ~~you~~other ~~may~~distribution ~~lose~~network ~~all~~transition costs. (f)Includes but is not limited to incremental advertising and payroll costs related to opening, remodeling or ~~part~~converting a store. (g)Represents the non-recurring loss or gain resulting from the difference between insurance proceeds received and carrying value of ~~your~~assets ~~investment~~disposed or costs incurred related to natural disasters. (h)Represents non-cash ~~The~~compensation ~~following~~expense isrelated to share-based awards. (i)Represents estimated fair value adjustments as a ~~summary~~result of ~~some~~fresh ofstart ~~the~~accounting. (j)Fees and ~~principal~~expenses ~~risks~~paid weto ~~face:~~LSF Southeastern Grocery Holdings LLC in connection with an Advisory Agreement (as defined herein).

• We (5)Comparable ~~rely~~store onsales aare ~~principal~~sales ~~supplier~~from all stores that have been operated by us and open for at least a ~~substantial~~full ~~portion~~year, including stores that we remodeled, enlarged or relocated during the period, and excluding stores that opened, or closed during the period. Remodeled stores include banner conversions. The quarterly comparable store sales are adjusted for the estimated impact of ~~our~~the ~~retail~~timing ~~merchandise~~of Easter. See "Management's Discussion and Analysis of Financial Condition

~~• We may not realize the benefits of outsourcing operations in connection with the C&S supply arrangement, including integration synergies.~~15

•Table ~~We operate in a highly competitive industry with low profit margins, and actions taken by our competitors can negatively affect our results~~ of ~~operations.~~Contents

•and Results ~~Adverse~~of ~~economic~~Operations—Key ~~conditions~~Components ~~could~~of ~~negatively~~Results ~~affect~~of ~~our~~Operations ~~results~~and ofKey ~~operations~~Metrics—Net ~~and~~Sales—Comparable ~~financial~~store ~~condition~~sales."

(6): After giving effect to the Planned Dispositions, our comparable store sales increase would have been 18.8% for the 28 week period ended July 8, 2020, 0.6% for the 28 weeks ended July 10, 2019 and 1.0% for fiscal year 2019.
(7): The following table shows how we calculate Total Debt:

• Failure to execute successfully our core strategic initiatives could adversely affect us.

	Successor							Predecessor

	As of July 8, 2020			As of December 25, 2019		As of December 26, 2018		As of December 27, 2017			As of December 28, 2016			As of December 30, 2015


	(in thousands, other than Net Debt Leverage)
Long-term debt (including current portion)	$	423,844		$	768,521	$	686,529	$	1,198,993		$	1,232,586		$	1,221,445
Unamortized debt issuance cots		7,606			10,865		13,454		3,690			7,847			12,005
Unamortized debt discount (premium), net		10,665			15,239		18,892		(417	)		(433	)		(450	)
Finance/capital lease obligations (including current portion)		65,847(a	)		56,180		62,133		114,312			131,249			152,310
Other financing obligations (including current portion)		—			—		134,333		207,112			224,907			240,937

Total Debt(b)	$	507,962		$	850,805	$	915,341	$	1,523,690		$	1,596,156		$	1,626,247



Cash and cash equivalents		93,070			70,299		44,512		50,908			33,289			49,586

Total Net Debt	$	414,892		$	780,506	$	870,829	$	1,472,782		$	1,562,867		$	1,576,661



Net Debt Leverage(c)					2.7x		2.9x		4.7x			6.2x			5.2x

• We (a)Includes $13,959 ~~may~~in liabilities held-for sale as of July 8, 2020. (b)Total Debt does not ~~fully~~give ~~realize~~effect to repayment activity subsequent to July 8, 2020, whereby we repaid the ~~benefits~~Term Loan in full with proceeds from the issuance of $325 million ~~integrating~~aggregate ~~our~~principal ~~Winn-Dixie~~amount ~~acquisition~~of the Notes, borrowings of approximately $31 million under the Revolving Credit Facility and cash on hand. In addition, we repaid the full amount of the FILO Facility including ~~merger~~$30.1 million ~~integration~~through ~~synergies~~an optional prepayment. (c)Net Debt Leverage is Total Net Debt divided by Adjusted EBITDA.

6 (8)Calculated by combining store revenues for the Successor and Predecessor fiscal year 2018 periods for each of the applicable stores, our comparable store sales decreased 1.1% in 2018.

~~Table of Contents~~16

•Table ~~This offering is not conditioned upon the closing~~ of ~~the~~Contents ~~pending transactions, and there can be no assurance that the pending transactions will be completed or, if completed, that we will obtain all of the anticipated benefits of the pending transactions.~~

• We ~~may~~ RISK ~~not fully realize the anticipated benefits of the pending transactions.~~FACTORS

• Investing ~~Our~~in ~~operating~~our ~~costs~~common ~~can~~stock beinvolves ~~significantly~~a ~~impacted~~high bydegree ~~various~~of risk. You should carefully consider the following risk factors ~~which~~and ~~could~~all ~~negatively~~of ~~affect~~the information contained in this prospectus before purchasing our common stock. If any of the following risks occur, our business, financial ~~position~~condition and results of operations could be materially and adversely affected. In that case, the trading price of our common stock could decline, and you may lose some or all of your investment.

~~Conflicts~~ Risks ofRelated ~~Interest~~to Our Business and Industry

~~Citigroup Global Markets Inc., Deutsche Bank Securities Inc.~~ and Wells Fargo Securities, LLC, each of whom are underwriters in this offering, are, or their affiliates are, expected to receive more than 5% of the net proceeds of this offering in connection with the prepayment of a portion of our ABL facility. See “Use of Proceeds.” Accordingly, this offering is being made in compliance with the requirements of Financial Industry Regulatory Authority, or FINRA, Rule 5121, which requires a “qualified independent underwriter,” as defined ~~by the FINRA rules, participate in the preparation of the registration statement and the prospectus and exercise the usual standards of due diligence in respect thereto, and~~ ~~has served in that capacity and will not receive any additional fees for serving as qualified independent underwriter in~~ ~~connection~~ Adverse ~~with~~economic ~~this~~conditions ~~offering.~~could We have ~~agreed~~a tomaterial ~~indemnify against~~adverse ~~liabilities~~effect ~~incurred~~on inour ~~connection with acting as a qualified independent underwriter~~business, ~~including~~financial ~~liabilities~~condition ~~under the Securities Act. To comply with FINRA Rule 5121, will~~and ~~not~~results ~~confirm sales to any account over which it exercises discretionary authority without the specific written approval~~ of ~~the transaction of the accountholder~~operations. ~~See “Underwriting—Conflicts of Interest.”~~

7 The retail food industry is sensitive to changes in overall economic conditions that impact customer spending and purchasing habits. Macroeconomic conditions in our markets, such as inflation and deflation in food and energy prices, employment levels, interest rates, changes in the housing market and overall customer confidence, could materially adversely affect the disposable income of our customers and decrease our customers' spending and number of trips to our stores, which could result in lower sales, increased markdowns on products, a reduction in profitability due to lower margins and may require increased selling and promotional expenses. Furthermore, changes in the real estate markets could impact the availability of attractive store locations or result in an increase of our fixed lease obligations.

~~Table~~ For the beginning of ~~Contents~~2020 and in prior years, the combination of an improving economy, lower unemployment, higher wages and lower gasoline prices had contributed to increased customer confidence. However, at present, as a result of the coronavirus ("COVID-19") pandemic, there is substantial uncertainty about the strength of the economy, and the impact of the recession and rapid increases in unemployment rates, as well as uncertainty about the pace of recovery despite the fiscal stimulus packages and other measures that the United States Congress has enacted. The full extent to which the COVID-19 pandemic impacts our business, results of operations and financial condition will depend on future developments, which are currently highly uncertain and cannot be predicted, including, but not limited, to the duration, spread, severity and impact of the COVID-19 pandemic as well as any future resurgences, the effects of the pandemic on our customers and suppliers, the duration of the federal, state and local declarations of emergency and the associated remedial actions and stimulus measures adopted by federal, state and local governments, including measures to assure social distancing and to what extent normal economic and operating conditions can resume. We are also unable to predict the extent, implementation and effectiveness of any government-funded benefit programs and stimulus packages on employment levels and on demand for our products or whether any further programs or stimulus packages will be adopted.

~~The~~ We may ~~Offering~~experience materially adverse impacts to our business as a result of any economic recession or depression that has occurred or may occur as a result of efforts to curb the spread of COVID-19 or otherwise. Customers' perception or uncertainty related to the economy, including their spending habits and proclivity to visit our stores, as well as a decrease in their personal financial condition, could hurt overall customer confidence and reduce demand for shoppers in our stores. Customers may reduce spending on non-essential items, purchase value-oriented products or increasingly rely on food discounters in an effort to secure the food and drug products that they need, all of which could impact our sales and profit.

~~Common~~ An increase ~~stock~~in ~~offered~~fuel byprices uscould ~~shares~~also have an effect on customer spending and on our costs of producing and procuring the products that we sell. Moreover, both inflation and deflation affect our business. Food deflation could reduce sales growth and earnings, while food inflation could reduce gross profit margins. Several food items and categories, including poultry and fresh fruit, experienced price deflation in fiscal year 2019; however, prices for most other major food categories increased. We

~~Common stock to be outstanding immediately after this offering shares~~17

~~Option~~Table toof ~~purchase additional shares from us shares~~Contents

~~Use~~cannot predict ofwhen ~~proceeds~~or ~~We estimate our net proceeds from this offering will be approximately $ million, based on~~ the ~~midpoint~~extent of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to ~~use~~which ~~the~~any ~~net~~inflation ~~proceeds~~or ~~from~~deflation ~~this~~may ~~offering~~impact toour ~~repay~~business ~~approximately $ million of outstanding indebtedness, including amounts outstanding~~ in ~~respect of our senior secured notes,~~ the ~~ABL facility and/or our PIK toggle notes, and the remainder for working capital and other general corporate purposes~~future.

~~Risk~~ Many of the factors ~~Investing~~identified inabove ~~shares~~also ofaffect ~~our~~commodity ~~common~~rates, ~~stock~~transportation ~~involves~~costs, acosts ~~high~~of ~~degree~~labor, insurance and healthcare, the strength of ~~risk~~the U.S. ~~See~~dollar, ~~“Risk~~lease ~~Factors”~~costs, ~~beginning~~measures that oncreate ~~page~~barriers 13to or increase the costs associated with international trade, changes in laws, regulations and policies and other economic factors, all of ~~this~~which ~~prospectus~~may ~~for~~impact aour ~~discussion~~cost of goods sold and our selling, general and administrative expenses and materially adversely affect our business, financial condition and results of operations. These factors, ~~you~~as ~~should~~well ~~carefully~~as ~~consider~~other ~~before~~material ~~investing~~adverse consequences which may be beyond our control, could also materially adversely affect our ability to plan and execute our strategic initiatives, invest in ~~shares~~and open new stores, prevent current stores from closing, all of which may materially adversely affect our ~~common~~sales, ~~stock~~cash flow, results of operations and performance. We are unable to predict the direction of the economy or fuel prices or if deflationary or inflationary trends will occur.

~~Dividend~~ In addition, ~~policy~~many ~~Following the consummation~~ of ~~this offering~~ our ~~board~~customers ofrely ~~directors~~on ~~expects~~food tostamps ~~implement~~and aother ~~regular,~~governmental ~~cash~~assistance ~~dividend program~~programs. ~~Whether~~Our weexperience ~~will~~has ~~declare~~been ~~such~~that ~~dividends,~~restrictive ~~however,~~changes ~~and their timing and amount, will be subject~~ to ~~approval~~these ~~and~~programs ~~declaration~~have byadversely impacted ~~our~~traffic ~~board of directors~~ and ~~will~~spending ~~depend~~in ~~on a variety of factors, including~~ our financial results, cash requirements and financial condition, our ability to pay dividends under our debt financing agreements and any other applicable contracts, and other factors deemed relevant by our board of directorsstores.

~~symbol~~ If the ~~“SEG”~~economy weakens and there is a general reduction in the level of customer spending, it may reduce our sales and profit results and could have a material adverse effect on our business, financial condition and results of operations.

~~The number of shares of our common stock to be outstanding immediately after this offering as set forth above is based on the number of shares outstanding as of~~ ~~, 2013 and excludes shares reserved for issuance under~~ ~~our~~ Our ~~equity~~business ~~incentive~~has ~~plan (of which no options to purchase shares had~~ been, ~~granted~~and ~~as of such date) of which~~ we ~~intend~~expect towill ~~grant~~continue ~~options~~ to ~~purchase shares~~be, toimpacted ~~our~~by ~~executive officers and certain director nominees under our equity incentive plan at~~ the ~~time~~COVID-19 ~~of the pricing of this offering with an exercise price equal to the initial public offering price~~pandemic.

~~Unless~~ COVID-19 ~~otherwise~~poses ~~indicated~~a risk to our employees, ~~this~~our ~~prospectus:~~customers, our suppliers and the communities in which we operate, which could negatively impact our business. As the COVID-19 pandemic has grown, customer fear about becoming ill with the virus and recommendations and/or mandates from federal, state and local authorities to social distance or self-quarantine have increased. Many states in which we operate and have a significant number of stores, have declared a state of emergency, closed schools and non-essential businesses and enacted limitations on the number of people allowed to gather at one time in the same space. These rules, as well as the general fear that causes people to avoid gathering in public places, may adversely affect our customer traffic, our ability to adequately staff our stores and operations, and our ability to transport product on a timely basis.

• We currently ~~assumes~~operate our stores as an "essential" business under relevant federal, state and local mandates. If the ~~completion~~classification of ~~our~~what ~~corporate~~is ~~conversion~~an "essential" business changes or other government regulations are adopted, aswe amay ~~result~~be ofrequired to severely curtail operations, which ~~all~~would ~~membership~~significantly ~~interests~~and adversely impact our sales and revenue. Even though our stores are considered essential businesses, state and local mandates may impose limitations on the operations of ~~Southeastern~~our ~~Grocers~~stores, ~~LLC~~including customer traffic. While we have taken many protective measures in our stores, including, among others, spacing requirements, single direction aisles, senior and compromised customer-only hours, plexiglass shields at checkout and providing masks and gloves to our front line employees, there can be no assurance that these measures will be ~~converted~~sufficient ~~into~~to ~~shares~~protect our store employees and customers. We may in the future be required to temporarily close a store, office or distribution center for cleaning and/or quarantine employees in the event that an employee contracts COVID-19. We have proactively paused self-service operations, such as soup bars, wing bars, salad bars and olive bars. These factors could impact the ability of ~~common~~our ~~stock~~stores to operate normal hours of ~~Southeastern~~operation ~~Grocers~~or have sufficient inventory which may disrupt our business and negatively impact our financial results. If we do not respond appropriately to the COVID-19 pandemic, ~~Inc~~or if customers do not perceive our response to be adequate, we could suffer damage to our reputation and our brands, which could adversely affect our business in the future.;

• Further, COVID-19 ~~assumes~~may analso ~~initial~~impact ~~public~~our ~~offering~~ability ~~price~~to ofaccess $and ~~per~~ship ~~share,~~product ~~the~~to ~~midpoint~~and offrom ~~the~~impacted ~~estimated~~locations. ~~initial~~Items ~~public~~such ~~offering~~as ~~price~~customer ~~range~~staples, ~~set~~paper ~~forth~~goods, onkey ~~the~~cleaning ~~cover~~supplies ~~page of this prospectus;~~ and protective

~~• assumes no exercise of the underwriters’ option to purchase up to an additional shares of our common stock.~~18

8Table of Contents

~~Table~~equipment for our employees, and more recently, meat products have been, and may continue to be, in short supply. While we have put temporary limits on certain products to help our customers to get the items they need, supply for certain products may be negatively impacted as overall demand has increased. Any planned construction and opening of ~~Contents~~new stores may be negatively impacted due to state or county requirements that workers leave their homes only for essential business and the suspension of governmental permitting processes in some areas during the COVID-19 pandemic in some locations. We have transitioned a significant subset of our employee population to a remote work environment in an effort to mitigate the spread of COVID-19, which may exacerbate certain risks to our business, including IT, phishing and other cybersecurity attacks.

~~Summary~~ In the ~~Selected~~event ~~Historical~~that an employee tests positive for COVID-19, we may have to temporarily close one or more stores, offices or distribution centers for cleaning and/or ~~Pro~~quarantine ~~Forma~~one ~~Financial~~or more employees, which could negatively impact our financial results. In addition, if one or more of our employees or customers becomes ill from COVID-19 and ~~Other~~attributes ~~Data~~their exposure to such illness to us or one of our stores, we could be subject to allegations of failure to adequately mitigate the risk of such exposure. Such allegations could harm our reputation and sales and expose us to the risks of litigation and liability.

~~The following table sets forth our summary selected~~ While ~~historical~~we ~~and~~have ~~pro~~experienced ~~forma~~an ~~financial~~increase ~~and~~in ~~other~~demand ~~data~~as ~~for~~a ~~fiscal~~result ~~2010,~~of ~~fiscal~~the ~~2011~~impact ~~and fiscal 2012. We derived~~ the ~~summary~~COVID-19 ~~selected~~pandemic ~~historical~~has ~~financial~~had ~~data~~on asconsumer ~~of December 31~~behaviors, ~~2011~~including ~~and~~due ~~December 26,~~to ~~2012~~various ~~and~~stay-at-home ~~for~~orders ~~fiscal 2010, fiscal 2011~~ and ~~fiscal~~restaurant ~~2012~~and ~~(retrospectively~~other ~~adjusted~~restrictions ~~for~~that ~~discontinued~~were ~~operations)~~effected ~~from~~throughout ~~the~~much ~~audited~~of ~~consolidated~~the ~~financial~~United ~~statements~~States ~~which~~in ~~are~~response ~~included~~to ~~elsewhere~~the inCOVID-19 pandemic, this ~~prospectus.~~increased Wedemand ~~derived~~may ~~the~~not ~~summary~~be ~~selected~~sustained ~~financial~~following ~~information~~the aspandemic ~~of January 1, 2011~~as ~~from~~various ~~our~~restrictions ~~audited~~on ~~consolidated~~consumer ~~financial~~dining ~~statements~~options ~~which~~ are ~~not~~lifted, ~~included~~or inif ~~this~~economic ~~prospectus.~~conditions Weworsen, ~~derived~~which ~~the~~could ~~summary~~negatively ~~selected~~impact ~~historical~~consumer ~~financial~~spending. ~~data as of July 10~~Additionally, ~~2013~~if ~~and for~~ the ~~28-week~~increase ~~periods~~in ~~ended~~demand ~~July 14,~~currently ~~2012 (retrospectively~~being ~~adjusted~~experienced for ~~discontinued~~our ~~operations)~~products ~~and~~declines ~~July 10,~~more ~~2013~~abruptly ~~from~~than ~~the~~expected ~~unaudited~~this ~~condensed~~could ~~consolidated~~adversely ~~financial~~impact ~~statements~~our ~~which~~inventory ~~are~~levels ~~also~~and ~~included~~may ~~elsewhere~~result in ~~this~~excess ~~prospectus.~~inventory, Wewhich ~~derived~~we ~~the~~may ~~summary~~be ~~historical~~unable ~~financial~~to ~~data~~sell. ~~as of July 14~~Furthermore, ~~2012~~because ~~from~~the ~~our~~COVID-19 ~~unaudited~~pandemic ~~condensed~~did ~~consolidated~~not ~~financial~~begin ~~statements~~to ~~which~~impact ~~are~~our ~~not~~results ~~included~~until inthe ~~this~~first ~~prospectus.~~quarter ~~Such~~of ~~unaudited~~2020, ~~financial~~any ~~information~~current ~~has~~or ~~been~~future ~~prepared~~impacts onmay anot ~~basis~~be ~~consistent~~directly ~~with~~comparable ~~the~~to ~~annual~~those ~~audited~~incurred ~~financial~~in ~~statements.~~historical ~~In the opinion~~periods ofand ~~management,~~are ~~such~~not ~~unaudited~~necessarily ~~financial~~indicative ~~statements contain all adjustments (consisting~~ of ~~normal~~any ~~recurring~~future ~~adjustments)~~impacts ~~necessary~~that ~~for~~the aCOVID-19 ~~fair~~pandemic ~~presentation~~may ofhave ~~these~~on ~~data.~~our ~~The~~ results for the ~~28-week~~remainder ~~periods~~of ~~ended~~2020 ~~July 14,~~or ~~2012~~any ~~and~~subsequent ~~July 10, 2013~~periods. ~~are~~The ~~not~~impact ~~necessarily indicative~~ of the ~~results~~COVID-19 ~~for~~pandemic aon our ~~full~~revenues ~~year~~and orexpenses ~~for~~may ~~any~~also ~~future~~fluctuate ~~period.~~differently ~~The~~over ~~information~~the ~~included~~duration ~~under~~of ~~“Other~~the ~~Financial and Store Data” was derived from our accounting records~~pandemic.

The extent ~~summary~~to ~~selected~~which ~~historical~~COVID-19 ~~financial~~may ~~information~~impact asour ~~of the~~business ~~end~~will ofdepend ~~and~~on ~~for~~future ~~fiscal~~developments, ~~2012~~which are highly uncertain and ascannot be predicted at this time. Moreover, COVID-19 may also have the effect of ~~and~~heightening ~~for~~many of the ~~28-week~~other ~~period~~risks ~~ended~~described ~~July 14~~in this "Risk Factors" section. For example, ~~2012~~we ~~includes~~may ~~Winn-Dixie~~experience ~~results~~an ~~since~~impact to the ~~acquisition~~timing ~~date~~and availability of ~~March 9~~key products from suppliers, broader ~~2012.~~quarantines ~~The~~or ~~summary~~other ~~selected~~restrictions ~~pro~~that ~~forma~~limit ~~financial~~customer visits to our stores, increased employee impacts from illness, school closures and other ~~data~~community asresponse ofmeasures, ~~the~~all ~~end~~ of ~~and~~which could ~~for~~have ~~fiscal~~a ~~2012~~material ~~gives~~adverse ~~pro~~effect ~~forma~~on ~~effect~~our tobusiness, ~~the~~financial ~~Winn-Dixie~~condition ~~acquisition~~and asresults of ~~the~~operations. ~~first~~We ~~day~~continually ofmonitor ~~fiscal~~the ~~2012~~situation and ~~should~~regularly beadjust ~~read~~our inpolicies ~~conjunction~~and ~~with~~practices ~~the~~as ~~“Unaudited~~more ~~Pro~~information and ~~Forma~~guidance ~~Combined~~becomes ~~Financial Information~~available.”

9 Failure to successfully execute our strategic initiatives could materially adversely affect our business, financial condition and results of operations.

~~Table~~ Our multi-year transformational plan is designed to create a differentiated customer experience and improve the customer value proposition. A key component of ~~Contents~~our plan is investing in our store network. Deployment of maintenance and investment capital has allowed us to, and will continue to allow us to, position our fleet of stores to best compete in their respective local communities. We believe this store renewal approach creates a platform for other growth initiatives, which includes a system-wide refresh of our stores, improved automated ordering systems, our Own Brands strategy, an emphasis on fresh merchandising, our pricing strategy, our loyalty program, and an improved overall customer experience.

The information set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the complete historical financial statements and related notes thereto included elsewhere in this prospectus. 19

~~The~~Table ~~pro forma information set forth below does not give effect to the Baldwin Sale/Leaseback, the C&S supply arrangement, the pending transactions or the issuance~~ of ~~our PIK toggle notes.~~ Contents

										Pro Forma			28-WeekPeriod Ended
	Fiscal 2010(52 weeks)(1)			Fiscal 2011(52 weeks)(1)			Fiscal 2012(52 weeks)			Fiscal 2012(52 weeks)(2)			July 14,2012			July 10,2013
	(In millions of dollars, except Per Share and Other Financial and StoreData)
Statement of Operations Data:
Net sales	$	2,641.1		$	2,779.2		$	8,632.9		$	9,735.6		$	4,097.1		$	5,574.5
Gross profit(3)		685.2			717.8			2,350.4			2,675.6			1,124.6			1,508.6
Operating, general and administrative expenses		616.2			621.6			2,136.3			2,436.0			1,024.3			1,308.4
Interest expense		62.4			85.9			76.9			81.0			39.5			46.6
Income tax provision (benefit)		3.3			4.1			7.6			7.5			2.2			(56.1	)
Income from continuing operations		7.6			6.2			129.6			151.0			58.6			209.7
Income (loss) from discontinued operations		7.4			(0.5	)		(26.5	)		(24.2	)		1.2			(1.7	)
Net income	$	15.0		$	5.7		$	103.1		$	126.8		$	59.8		$	208.0
Per Share Data:
Pro forma basic and diluted earnings per share(4)
As adjusted pro forma basic and diluted earnings per share(4)(5)
Balance Sheet Data (end of period):
Total assets	$	768.3		$	793.0		$	2,171.7					$	2,160.7		$	2,298.0
Long-term debt (including current portion)(6)		187.3			285.0			655.9						385.0			530.4
Obligations under capitalized leases		84.4			79.3			112.3						119.6			95.0
Other financing obligations(7)		201.8			185.4			176.3						168.9			269.9
Other long-term liabilities (including long term portion of self-insurance liabilities)		27.2			26.6			241.7						251.7			235.3
Total membership interests (deficiency)		47.2			(23.1	)		75.5						311.6			283.5
Working capital		105.5			126.8			236.3						246.8			275.1
Cash Flow Data:
Net cash provided by operating activities before reorganization items	$	89.8		$	89.9		$	277.7					$	200.6		$	170.5
Net cash provided by (used in) financing activities		10.1			(16.8	)		282.2						307.4			(39.1	)(8)
Net cash (used in) investing activities		(17.1	)		(46.9	)		(555.0	)					(493.3	)		(131.2	)(8)
Net cash provided by continuing operations		17.1			26.2			4.9						14.7			0.2
Capital expenditures		17.9			47.8			140.9						76.8			50.7
Other Financial and Store Data:
Adjusted EBITDA(9)	$	147.3		$	167.3		$	370.4		$	411.5		$	192.1		$	276.4
Adjusted EBITDAR(9)	$	169.9		$	189.3		$	536.9		$	605.5		$	266.9		$	385.5
Number of stores (at end of period)		207			207			689						687			685
Average sales per store (000s)	$	12,608		$	13,338		$	14,422					$	7,856		$	8,054
Average store size (in square feet) (000s)		43			43			46						45			46
Total square feet (at end of period) (000s)		8,857			8,857			31,517						31,381			31,642
Sales per average square foot	$	295		$	312		$	317					$	174		$	175
Comparable store sales increases (decreases) (%)(10)		3.7			5.5			3.1						3.3			0.8
Pro forma comparable store sales increases (decreases) (%)(11)		—			—			3.8						3.3			1.8

If our plan does not meet the expectations of our customers or achieve the time and financial budgets we have forecasted, it could have a material adverse effect on our business, brand value, financial condition and results of operations.

~~(1)~~ In May ~~Amounts~~2020, ~~include~~as ~~only~~the ~~results~~latest step in our transformation plan, we reached an agreement to sell 62 stores, comprising 46 BI-LO stores and 16 Harveys, to Food Lion, a subsidiary of Ahold Delhaize. The sale is anticipated to close by the end of the first half of fiscal year 2021, although it is possible the sale may not close in the expected timeframe, on the expected terms, or at all. We also entered into an agreement to transition our distribution center located in Mauldin, South Carolina, to Ahold Delhaize. In September 2020, we announced an agreement to sell an additional 23 stores, comprising 22 BI-LO stores and one Harveys, in South Carolina and Georgia to Alex Lee, under which Alex Lee will purchase 20 stores and B&T Foods will purchase three stores pursuant to a right of assignment held by Alex Lee. Additionally, we are actively exploring strategic options for our remaining 39 BI-LO stores and one additional Harveys. There can be no assurances that we will be able to timely complete a sale of the remaining BI-LO stores or the one additional Harveys or otherwise find a buyer for these assets, or if we do complete a sale transaction for such stores, that it will be on terms favorable to us. If the planned sales are not achieved, we may be forced to continue to operate such stores indefinitely and we may have to seek other strategic alternatives, which may include the suspending or winding down of operations of those stores. Even if we successfully sell such stores, if we are not able to do so in the timeframe we expect or on terms favorable to us, it may have a material adverse effect on our business, financial condition and results of operations.

~~(2)~~ We ~~Pro~~operate ~~forma~~in ~~adjustments~~a ~~include~~highly ~~Winn-Dixie’s~~competitive ~~financial~~industry ~~information~~with ~~for~~low ~~the~~profit ~~unpublished~~margins, ~~results~~and ~~from~~any ~~January~~failure ~~12, 2012~~ to ~~March~~compete 9successfully, as ~~2012~~a toresult ~~approximate~~of ~~our~~actions ~~52-week~~taken ~~fiscal~~by ~~period~~our ~~ended~~competitors ~~December~~or 26otherwise, ~~2012.~~could ~~See~~materially ~~“Unaudited~~adversely ~~Pro~~affect ~~Forma~~our ~~Combined Financial Information.” Pro forma adjustments do not include the Baldwin Sale/Leaseback~~business, ~~the~~financial ~~pending~~condition ~~transactions,~~and ~~the~~results ~~C&S supply arrangement or the issuance~~ of ~~our PIK toggle notes~~operations.

10 The food retail business is highly competitive. We compete with several national, regional, and local supermarket chains, as well as retailers selling grocery products through other channels, such as supercenters, dollar stores, drug stores and warehouse club stores. These businesses provide alternative options for the customers whom we aim to serve. Increased competition may be driven by such competitors offering lower prices, increasing the number of or significantly renovating their stores and expanding their capabilities further into eCommerce.

~~Table~~ As a result of ~~Contents~~customers' growing desire to shop online, we also face increasing competition from both our existing competitors that have incorporated the internet as a direct-to-customer channel and online providers that sell grocery products. In addition, we face increasing competition from online distributors of pharmaceutical products. Although we have expanded our eCommerce business, including to respond to increased customer demand as a result of the COVID-19 pandemic, and offer our customers the ability to shop online for both home delivery and curbside pickup, there is no assurance that these online initiatives will be successful. Moreover, we rely on third-party business partners to manage our eCommerce business. If we are unable to integrate or interface with third-party technologies effectively, we may experience disruptions in our operations, lose market share or incur additional costs. In addition, we pay these third-party providers fees, which impacts our costs on sales and may, in turn, have an adverse impact on our profitability as a result of lower gross profits, greater operating costs to compete and reduced customer demand if we have to increase prices as a result of such fees.

~~(3)~~ We generally ~~Gross~~compete ~~profit~~on isthe ~~defined~~basis asof ~~total~~location, ~~revenues~~quality ~~less~~of ~~merchandising~~products, ~~costs~~service, ~~including~~price, ~~warehousing~~variety, store condition and ~~transportation~~channel ~~expenses~~preference. In each of these areas, traditional and non-traditional competitors compete with us and may successfully attract our customers by matching or exceeding what we offer or by providing greater shopping convenience. In recent years, many of our competitors have aggressively added locations and adopted a multi-channel approach to marketing and advertising. Our responses to competitive pressures, such as additional promotions, increased advertising, additional capital

~~(4) Assumes all shares of common stock issued by us in this offering were outstanding for the entire period because the approximately $458 million dividend declared on September~~ 20~~, 2013, exceeds net income for the applicable period.~~

~~(5)~~Table ~~Assumes the proceeds from this offering are used to repay indebtedness. See “Use~~ of ~~Proceeds.”~~Contents

~~(6)~~investment and ~~Long-term debt includes~~ the ~~loan~~development ~~balance under any revolving credit facility then outstanding (but not outstanding letters~~ of ~~credit).~~our AseCommerce ofofferings, ~~the~~could ~~end~~adversely ofaffect ~~fiscal~~our ~~2011~~profitability and ~~fiscal~~cash ~~2012,~~flow. ~~and~~We ascannot ofguarantee ~~July~~that ~~10,~~our ~~2013,~~competitive ~~long-term~~response ~~debt~~will ~~includes~~succeed ~~$285.0~~in ~~million,~~increasing ~~$430.9~~or maintaining ~~million, and $430.4 million, respectively attributable to~~ our ~~senior~~share ~~secured~~of ~~notes~~retail ~~due~~food ~~2019~~sales.

~~(7)~~ Periodic deflation ~~Other~~in ~~financing~~the ~~obligations~~prices ~~exclude~~of ~~obligations~~certain ~~related~~foods toin ~~land~~an ~~which~~already ~~will~~increasingly ~~not~~competitive ~~require~~industry ~~future~~have ~~cash~~made ~~payments,~~it ~~and~~difficult for ~~which~~food ~~there~~retailers ~~are~~to ~~related~~achieve ~~land~~positive ~~assets~~sales ~~recorded,~~growth ~~that~~on ~~will~~a consistent ~~offset~~basis. ~~the~~We ~~obligation~~and atour ~~the~~competitors ~~end~~have ofattempted ~~the~~to ~~financing~~maintain ~~term,~~or ~~resulting~~grow inour noand ~~gain~~their orrespective ~~loss.~~share Inof ~~addition~~retail food sales through capital and price investment, onnew ~~April~~and 24remodeled stores, increased ~~2013~~promotional activity, wenew ~~sold~~marketing ~~our~~programs ~~only~~and ~~owned~~advertising ~~warehouse~~campaigns, ~~located~~productivity inimprovements, ~~Baldwin~~shrink-reduction initiatives, ~~Florida~~energy ~~for~~efficiency ~~gross~~programs ~~proceeds~~and ofother ~~approximately~~similar ~~$99~~strategies.8 However, ~~million~~such ~~and~~operating ~~subsequently~~strategies ~~leased~~create ~~the~~a ~~property~~more ~~back~~difficult ~~for~~environment anto ~~initial~~consistently ~~period~~increase year-over-year sales. Some of 20our ~~years~~primary ~~with~~competitors ~~four~~are ~~five-year~~larger ~~extension~~than ~~options.~~we ~~The~~are ~~transaction~~or ~~will~~have begreater ~~accounted~~financial resources ~~for~~and, ~~similar~~therefore, tomay abe ~~nonqualified~~able ~~sale-leaseback.~~to ~~The~~devote ~~related~~greater ~~assets~~resources ~~will~~to ~~remain~~invest onin ~~the~~price, ~~balance~~promotional ~~sheet~~activity and ~~continue~~new or remodeled stores in order to begrow ~~depreciated~~their share of retail food sales. AnPrice investment ~~other~~by ~~financing~~our ~~obligation~~competitors ~~was~~has ~~recorded~~also, ~~for~~from ~~the~~time ~~amount~~to oftime, ~~consideration~~adversely ~~received~~affected our operating margins. In recent years, we have invested in price in order to remain competitive and ~~will~~generate sales growth; however, there can be ~~amortized~~no ~~over~~assurance ~~the~~this ~~life~~strategy ofwill ~~the~~be ~~lease~~successful.

~~(8)~~ Because we ~~Subsequent~~face tointense ~~the~~competition, ~~completion~~we ofneed ~~our~~to ~~Condensed~~anticipate ~~Consolidated~~and ~~Financial~~respond ~~Statements~~to aschanging ofcustomer ~~July~~preferences ~~10,~~and ~~2013,~~demands. weWe ~~identified~~devote asignificant ~~classification~~resources ~~error~~to differentiating ourselves in the local ~~Condensed~~markets ~~Consolidated~~where ~~Statement~~we ofoperate ~~Cash~~and ~~Flows~~have ~~for~~invested ~~the~~and 28will ~~weeks~~continue ~~ended~~to ~~July~~invest ~~10,~~in ~~2013.~~our ~~This~~loyalty ~~error~~program ~~was~~to ~~restated~~drive ~~and~~traffic. ~~had~~Our nomerchandising ~~impact~~teams onspend ~~net~~considerable ~~cash~~time ~~flow,~~working ~~and~~with ~~did~~store ~~not~~directors ~~affect~~to make ~~the~~sure ~~accompanying~~we ~~Condensed~~are ~~Consolidated~~satisfying ~~Balance~~customer ~~Sheets~~preferences. In addition, ~~Condensed~~we ~~Consolidated~~strive ~~Statements~~to achieve and maintain favorable recognition of ~~Operations~~our ~~and~~Own ~~Comprehensive~~Brand ~~Income~~offerings orby ~~Condensed~~marketing ~~Consolidated~~these ~~Statements~~offerings ofto ~~Changes~~customers inand enhancing ~~Membership~~a ~~Interests~~perception of value for customers. ~~See~~While ~~Note~~we 12seek to ~~the~~continuously ~~consolidated~~respond ~~financial~~to ~~statements~~changing ~~included~~customer ~~elsewhere~~preferences, inthere ~~this~~are ~~prospectus~~no assurances that our responses will be successful.

~~(9)~~ Our continued ~~EBITDA,~~success ~~adjusted~~is ~~EBITDA,~~impacted ~~adjusted~~by ~~EBITDAR~~our ~~and~~ability ~~adjusted~~to ~~EBITDA~~control ~~margin~~operating ~~are~~expenses ~~supplemental~~to ~~measures~~effectively ofcompete ~~our~~in ~~performance~~the ~~that~~food ~~are~~retail ~~not~~industry. ~~required~~Several ~~by,~~of orour ~~presented~~primary incompetitors, ~~accordance~~including ~~with,~~regional and ~~GAAP.~~national ~~None~~drugstore ofchains ~~EBITDA,~~and ~~adjusted~~pharmacy ~~EBITDA~~providers, ~~adjusted~~are ~~EBITDAR~~larger orthan ~~adjusted~~we ~~EBITDA~~are, ~~margin~~allowing isthem ato ~~measurement~~more ofeffectively ~~our~~leverage ~~financial~~their ~~performance~~fixed ~~under~~costs, ~~GAAP~~more easily reduce operating expenses and ~~should~~more ~~not~~competitively negotiate bewith ~~considered~~suppliers. asFinally, anwe ~~alternative~~need to ~~net~~source, ~~income~~market orand ~~any~~merchandise ~~other~~efficiently. ~~performance~~Changes ~~measure~~in ~~derived~~our inproduct ~~accordance~~mix ~~with~~also ~~GAAP,~~may ornegatively asaffect anour ~~alternative~~profitability. Failure to ~~cash~~accomplish ~~flows~~our ~~from~~objectives could ~~operating~~impair ~~activities~~our asability ato ~~measure~~compete ofsuccessfully and adversely affect our ~~liquidity~~profitability.

~~We define EBITDA as earnings before interest expense, income taxes, depreciation and amortization and income (loss) from discontinued~~ If ~~operations.~~we Wefail ~~define adjusted EBITDA as EBITDA plus (minus) (a) reorganization losses (gains), (b) charges related~~ to ~~certain~~successfully ~~corporate~~respond ~~transactions, (c) other charges related~~ to ~~our~~competitive ~~bankruptcy~~pressures proceedings, (d) merger and integration costs, (e) losses from closed stores, (f) losses (gains) on asset disposals, (g) impairment expense, (h) franchise taxes and (i) fees and expense reimbursements to our sponsor. We define adjusted EBITDAR as adjusted EBITDA plus rent expense. We define adjusted EBITDA margin as adjusted EBITDA as a percentage of net sales. We caution investors that amounts presented in ~~accordance with~~ our ~~definitions~~industry ofor ~~EBITDA,~~to ~~adjusted~~effectively ~~EBITDA,~~implement ~~adjusted~~strategies ~~EBITDAR and adjusted EBITDA margin may not be comparable~~ to ~~similar~~respond measures disclosed by our competitors, because not all companies and analysts calculate EBITDA, adjusted EBITDA, adjusted EBITDAR and adjusted EBITDA margin in the same manner. We present EBITDA, adjusted EBITDA, adjusted EBITDAR and adjusted EBITDA margin because we consider them to bethese ~~important supplemental measures of our performance and believe they are frequently used by securities analysts~~pressures, ~~investors~~it ~~and~~could ~~other~~have ~~interested parties in the evaluation of companies in our industry. Management believes that investors’ understanding of our performance is enhanced by including these non-GAAP financial measures as~~ a ~~reasonable~~material ~~basis~~adverse ~~for comparing our ongoing results of~~effect ~~operations.~~on ~~Many investors are interested in understanding the performance of~~ our business, byfinancial ~~comparing~~condition ~~our~~and results ~~from ongoing operations period over period and would ordinarily add back non-cash expenses such as depreciation and amortization, as well as items that are not part~~ of ~~normal day-to-day~~ operations ~~of our business~~. ~~Management and our principal stockholder use EBITDA, adjusted EBITDA, adjusted EBITDAR and adjusted EBITDA margin:~~

• We asmay anot ~~measurement~~timely ofidentify ~~operating~~or ~~performance~~effectively ~~because~~respond ~~they~~to ~~assist~~customer ustrends, inwhich ~~comparing~~could ~~the~~negatively ~~operating~~affect ~~performance~~our relationship ofwith our ~~stores~~customers, onthe ademand ~~consistent~~for ~~basis,~~our asproducts ~~they~~and ~~remove~~services ~~the~~and ~~impact~~our ofmarket ~~items~~share, ~~not~~and ~~directly~~could ~~resulting~~have ~~from~~a material adverse effect on our ~~core~~business, financial condition and results of operations;.

• It ~~for~~is ~~planning~~difficult ~~purposes~~to predict consistently and successfully the products and services our customers will demand over time. Our success depends, in part, on our ability to identify and respond to evolving trends in demographics and preferences. Failure to timely identify or effectively respond to changing customer tastes, preferences (including those relating to sustainability of product sources) and spending patterns could lead us to offer our customers a mix of products or a level of pricing that they do not find attractive. This could negatively affect our relationship with our customers, leading them to reduce their visits to our stores and the ~~preparation~~amount they spend. In addition, we base our purchases of inventory, in part, on our sales ~~internal~~forecasts. ~~annual~~If ~~operating~~our ~~budget~~sales forecasts overestimate customer demand, we may experience higher inventory levels and ~~financial~~need ~~projections;~~to take markdowns on excess or slow-moving inventory, leading to decreased profit margins. Conversely, if our sales forecasts underestimate customer demand, we may

~~• to evaluate the performance and effectiveness of our operational strategies;~~21

•Table toof ~~evaluate our capacity to fund capital expenditures and expand our business; and~~Contents

•have insufficient inventory to ~~calculate~~meet ~~incentive~~demand, ~~compensation~~leading ~~payments~~to ~~for~~lost ~~our employees~~sales, ~~including~~either ~~assessing~~of ~~performance~~which ~~under~~could ~~our~~materially ~~annual~~adversely ~~incentive~~affect ~~compensation~~our ~~plan~~financial performance.

~~By providing these non-GAAP~~ Further, ~~financial~~while ~~measures, together with a reconciliation,~~ we ~~believe~~intend weto ~~are~~expand ~~enhancing investors’ understanding of~~ our ~~business~~digital capabilities and grow our ~~results~~loyalty ~~of operations~~program, as ~~well~~technology asadvances, ~~assisting~~and ~~investors~~as inthe ~~evaluating~~way ~~how well we are executing~~ our ~~strategic initiatives.~~customers ~~Items~~interact ~~excluded~~with ~~from~~technology ~~these~~changes, ~~non-GAAP~~we ~~measures~~will need ~~are~~to ~~significant~~continue ~~components~~to inengage ~~understanding~~with ~~and~~our ~~assessing~~third-party ~~financial performance. In addition~~partnerships, ~~the~~expand ~~instruments governing~~ our ~~indebtedness~~partnerships ~~use~~or ~~EBITDA~~develop ~~(with~~internal ~~additional~~capabilities ~~adjustments)~~ to ~~measure~~offer ~~our compliance~~eCommerce ~~with~~and ~~covenants~~loyalty ~~such~~solutions asthat ~~interest~~are ~~coverage~~both ~~and~~cost ~~debt~~effective ~~incurrence~~and compelling. ~~EBITDA,~~Our ~~adjusted~~failure ~~EBITDA,~~to ~~adjusted~~anticipate ~~EBITDAR~~or ~~and~~respond ~~adjusted~~to ~~EBITDA~~customer ~~margin~~expectations ~~have~~for ~~limitations~~products, ~~as analytical tools~~services, eCommerce and ~~should~~loyalty ~~not~~program bemay ~~considered~~adversely inaffect ~~isolation,~~the ordemand asfor anour ~~alternative~~products ~~to, or~~and aservices ~~substitute~~and ~~for~~our market ~~net~~share ~~income~~and orcould ~~other~~have ~~financial~~a ~~statement~~material ~~data~~adverse ~~presented~~effect inon our ~~consolidated~~business, financial ~~statements~~condition and inresults ~~accordance with GAAP as indicators~~ of ~~financial performance~~operations. ~~Some of the limitations of non-GAAP financial measures are:~~

• We ~~such~~rely ~~measures~~on doa ~~not~~principal ~~reflect~~supplier for a significant portion of our ~~cash~~retail ~~expenditures~~merchandise, orand ~~future~~a ~~requirements~~significant ~~for~~change to ~~capital~~our ~~expenditures~~relationship orwith ~~contractual~~our ~~commitments;~~principal supplier could have a material adverse effect on our business, financial condition and results of operations.

We rely on a single supplier, C&S, to supply a significant amount of our merchandise. Any material change in C&S's method of operation, or a termination or material modification of our contractual relationships with C&S could have an adverse impact on our supply chain, sales and earnings. Our supply contract with C&S (the "C&S Supply Contract") expires on August 18, 2021 and provides for two renewal options, each for a period of one-year and exercisable at our option. On August 11, 2020 we provided written notice to C&S of our intention to renew our contract through August 18, 2022. However, we may choose not to renew the contract beyond August 18, 2022 or may make material modifications to the terms thereof. If our supply contract with C&S is terminated or the services that C&S provides under the supply contract are materially reduced or the quality of their merchandise deteriorates, we may be unable to locate alternative, comparable sources from which to purchase our retail merchandise in a timely manner, or at all, which could increase costs, cause a delay in distribution and a possible loss of sales, which could have a material adverse effect on our business, financial condition and results of operations.

~~Table~~ Product supply disruptions, especially those to fresh products, may have an adverse effect on our profitability and operating results, which could have a material adverse effect on our business, financial condition and results of ~~Contents~~operations.

• Our ~~such~~business ~~measures~~is dependent on our ability to strategically source a sufficient volume and variety of opportunistic products at attractive pricing. While opportunistic buying, operating with appropriate inventory levels and frequent inventory turns are key elements of our business strategy, they subject us to risks related to the pricing, quantity, mix, quality and timing of inventory flowing to our stores. We do not ~~reflect~~have ~~changes~~significant incontrol over the supply, cost or ~~cash~~availability ~~requirements~~of many of the products offered for, sale in our ~~working~~stores. ~~capital~~Shortages ~~needs;~~or disruptions in the availability of quality products that appeal to our customers could have a material adverse effect on our business, financial condition and results of operations.

• Reflecting customer ~~such~~preferences, ~~measures~~we dohave ~~not~~a ~~reflect~~significant focus on fresh products. Fresh sales accounted for approximately 32% of net sales in the ~~interest~~28 weeks ~~expense~~ended July 8, 2020 and in fiscal year 2019. We rely primarily on C&S to provide and deliver our fresh and other product inventory on a continuous basis. We could suffer significant fresh and other product inventory losses and significant lost revenue in the event of a supplier disruption or shutdown of C&S or its major suppliers, vendors or distribution network, extended power outages, natural disasters or other catastrophic occurrences. Due to the ~~cash~~COVID-19 ~~requirements~~pandemic ~~necessary~~and the resulting dislocation of workplaces and the economy, the ability of vendors to ~~service~~supply ~~interest~~required products may be impaired because of illness or ~~principal~~absenteeism ~~payments~~in ontheir workforces, government mandated shutdown orders or impaired financial conditions. The supply of each of our ~~debt;~~products may return to pre-COVID-19 levels at different times, including as a result of resurgences of the COVID-19 pandemic, and there can be no assurance that our efforts to ensure

~~• such measures do not reflect our tax expense or the cash requirements to pay our taxes;~~22

•Table ~~although~~of depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; andContents

•in-stock positions ~~other~~for ~~companies~~all inof the products that our ~~industry~~customers ~~may~~require ~~calculate~~will ~~such~~be ~~measures~~successful. ~~differently~~Disruptions ~~than~~to weour door our principal supplier's product supply could have a material adverse effect on our business, ~~limiting~~financial ~~their~~condition ~~usefulness~~and asresults ~~comparative~~of ~~measures~~operations.

~~Due to these limitations,~~ ~~EBITDA,~~ Any ~~adjusted~~significant ~~EBITDA,~~disruption ~~adjusted~~to ~~EBITDAR~~our ~~and~~principal ~~adjusted~~supplier's ~~EBITDA~~distribution ~~margin~~network ~~should~~and ~~not~~our betimely ~~considered~~receipt ~~as measures~~ of inventory ~~discretionary~~could ~~cash~~have ~~available~~a tomaterial usadverse toeffect ~~invest~~on ~~in the growth of~~ our business., Wefinancial ~~compensate~~condition ~~for~~and ~~these limitations by relying primarily on our GAAP~~ results ~~and~~of ~~using these non-GAAP measures only supplementally~~operations.

~~The~~ We ~~following~~rely ~~table~~on ~~reconciles~~C&S's ~~EBITDA~~transportation network, ~~adjusted~~including ~~EBITDA~~by means of truck, ocean and ~~adjusted~~rail, ~~EBITDAR~~to provide goods to ~~the~~our ~~most~~stores ~~directly~~in ~~comparable~~a ~~GAAP~~timely ~~financial~~and cost-effective ~~performance~~manner. ~~measure~~Deliveries to our stores occur from our principal supplier's distribution centers. Any disruption, unanticipated or unusual expense or operational failure related to this process could affect our store operations negatively. For example, delivery delays or increases in costs that are passed on to us pursuant to our supply contract, such as fuel costs, could significantly decrease our ability to generate sales and earn profits. Moreover, if there are increases in C&S's fixed costs, C&S may seek to renegotiate our contract, which iscould ~~net~~have ~~income~~a ~~(loss):~~material impact on our ability to generate sales and earn profits. In addition, events beyond our control, such as disruptions in operations due to fire, flood, hurricane, pandemic, natural disasters or other catastrophic events or labor disagreements, may result in delays in the delivery of merchandise to our stores. While we maintain business interruption insurance for weather-related property damage, in the event the distribution centers we rely on are shut down, such insurance may not be sufficient, and any related insurance proceeds may not be paid to us on a timely basis, or at all. If any of the above factors occur, it could have a material adverse effect on our business, financial condition and results of operations.

										Pro Forma			28 Week PeriodEnded
	Fiscal 2010(52weeks)(a)			Fiscal 2011(52weeks)(a)			Fiscal 2012(52weeks)			Fiscal 2012(52weeks)(b)			July 14,2012			July 10,2013
	(In millions of dollars, except for margin data)
Reconciliation of EBITDA and EBITDAR:
Net income	$	15.0		$	5.7		$	103.1		$	126.8		$	59.8		$	208.0
Plus:
Depreciation and amortization expense(c)		64.2			53.8			98.1			105.7			44.3			64.5
Interest expense		62.4			85.9			76.9			81.0			39.5			46.6
Income tax provision (benefit)		3.3			4.1			7.6			7.5			2.2			(56.1	)
(Income) loss from discontinued operations		(7.4	)		0.5			26.5			24.2			(1.2	)		1.7
EBITDA	$	137.5		$	150.0		$	312.2		$	345.2		$	144.6		$	264.7
Plus:
Charges related to bankruptcy proceedings and corporate reorganization(d)		2.3			7.0			4.2			4.2			3.5			—
Loss from closed stores		8.7			0.3			2.2			2.0			1.0			0.8
(Gain) on assets disposals		(0.5	)		—			(0.9	)		(0.8	)		(0.2	)		0.2
Impairment expense		1.6			1.8			—			—			—			—
Franchise taxes		0.4			0.4			0.6			0.5			0.3			0.3
Fees and expense reimbursement to our sponsor(e)		1.5			4.5			2.5			2.5			0.6			1.8
Merger and integration costs		—			3.4			59.9			68.1			42.3			13.1
Other nonoperating (income)		(4.2	)		(0.1	)		(10.3	)		(10.2	)		—			(4.5	)
Adjusted EBITDA	$	147.3		$	167.3		$	370.4		$	411.5		$	192.1		$	276.4
Plus:
Rent expense(f)		22.6			22.0			166.5			194.0			74.8			109.1
Adjusted EBITDAR	$	169.9		$	189.3		$	536.9		$	605.5		$	266.9		$	385.5
Adjusted EBITDA margin		5.6			6.0			4.3			4.2			4.7			5.0

We face risks inherent in providing pharmacy services at our stores.

( Our pharmacies operate in a complex and evolving business environment. Sales of prescription drugs reimbursed by third-party payers, including government programs like Medicare Part D and Medicaid, represent a significant portion of our pharmacy sales. We participate in pharmacy benefit manager ("PBM") ~~See~~networks, ~~footnote~~including 1some ~~above~~where we receive certain quality or other incentive-based bonuses and/or where we are a "preferred provider," which means the customer pays a lower cost-sharing amount relative to other pharmacies. Continued reimbursement rate pressures in general, our relationships with PBMs and increased regulatory requirements related to government third-party payers in particular, could adversely affect our gross margins. A reduction in reimbursement rates, government or otherwise, or a failure to comply with applicable laws or regulations relating to our pharmacy services could have a material adverse effect on our business, financial condition and results of operations.

~~(b)~~ We are ~~See~~subject ~~footnote~~to 2numerous ~~above~~federal and state regulations. Each of our in-store pharmacies must be licensed by the state government. The licensing requirements vary from state to state. An additional registration certificate must be granted by the U.S. Drug Enforcement Administration, and, in some states, a separate controlled substance license must be obtained to dispense controlled substances. In addition, pharmacies selling controlled substances are required to maintain extensive records and often report information to state and federal agencies. If we fail to comply with existing or future laws and regulations, we could suffer substantial civil or criminal penalties, including the loss of our licenses to operate pharmacies and our ability to participate in federal and state healthcare programs. As a consequence of the severe penalties we could face, we must devote significant operational and managerial resources to complying with these laws and regulations. Recently, pharmaceutical manufacturers, wholesale distributors and retailers have faced intense scrutiny and, in some cases, investigations and litigation relating to the distribution of prescription opioid pain medications.

~~(c)~~ Application of ~~Fiscal~~federal ~~2012~~ and ~~fiscal~~state ~~2013~~laws ~~periods~~and ~~include~~regulations ~~depreciation~~could ~~and~~subject ~~amortization~~our ~~related~~current practices to ~~acquired~~allegations ~~Winn-Dixie~~of ~~warehouse~~impropriety ~~and~~or ~~transportation assets~~illegality, ~~which~~or iscould arequire ~~component~~us ofto ~~cost~~make ofsignificant ~~sales~~changes onto our ~~the condensed consolidated statements of operations.~~

~~(d) Includes legal and other costs incurred to defend litigation related to Bruno’s Supermarkets, LLC (a former subsidiary).~~23

~~(e)~~Table ~~During fiscal 2012, $3.8 million~~ of ~~fees and expenses paid to our sponsor was included in the merger and integration costs.~~Contents

~~(f)~~operations. In ~~Fiscal~~addition, ~~2012~~we cannot predict the impact of future legislation and ~~fiscal~~regulatory ~~2013~~changes ~~periods~~on ~~include~~our ~~rent~~pharmacy ~~expense~~business ~~relating~~or assure that we will be able to ~~acquired~~obtain ~~warehouse~~or ~~and~~maintain ~~transportation~~the ~~facilities~~regulatory approvals required to operate our business. If any of these risks ensue, they could have a material adverse effect on our business, financial condition and ~~equipment~~results of operations. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, PBM agreements and other business arrangements and include, but are not limited to:

•: the federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering, receiving or paying any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, lease, order, or arranging for or recommending the purchase, lease or order of, any item or service, for which payment may be made, in whole or in part, under federal healthcare programs such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;
•: the federal physician self-referral prohibitions, commonly known as the Stark Law, which generally prohibit entities from billing a patient or the Medicare or Medicaid programs for certain designated health services, including pharmacy services, when the physician ordering the service, or any member of such physician's immediate family, has a financial interest, such as an ownership or investment interest in or compensation arrangement with such entity, unless the arrangement meets an exception to the prohibition. These prohibitions apply regardless of any intent by the parties to induce or reward referrals or the reasons for the financial relationship and the referral;
•: the federal false claims laws, including the civil False Claims Act (which can be enforced through "qui tam," or whistleblower actions, by private citizens on behalf of the federal government), which prohibits any person from, among other things, knowingly presenting, or causing to be presented false or fraudulent claims for payment of government funds or knowingly making, using or causing to be made or used, a false record or statement material to an obligation to pay money to the government or knowingly and improperly avoiding, decreasing or concealing an obligation to pay money to the federal government. In addition, the government may assert that a claim including items and services resulting from a violation of the federal Anti-Kickback Statute or Stark Law constitutes a false or fraudulent claim for purposes of the civil False Claims Act;
•: the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, imposes criminal and civil liability for, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement, in connection with the delivery of, or payment for healthcare benefits, items or services by a healthcare benefit program, which includes both government and privately funded benefits programs. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;
•: the federal Civil Monetary Penalties Law, which, subject to certain exceptions, prohibits, among other things, the offer or transfer of remuneration, including waivers of copayments and deductible amounts (or any part thereof), to a Medicare or state healthcare program beneficiary if the person knows or should know it is likely to influence the beneficiary's selection of a particular provider, practitioner or supplier of services reimbursable by a state or federal healthcare program;

(10) We define comparable store sales as sales from continuing operations stores, including stores that we remodeled, enlarged or replaced during the period and excluding stores that opened or closed during that period. Comparable store sales for 2010, 2011 and 2012 excludes stores that opened, were acquired or closed during the reporting period.24

~~(11)~~ ~~Pro~~ ~~forma~~Table ~~comparable store sales gives effect, for all periods beginning with the first quarter~~ of ~~fiscal~~Contents ~~2012, to the Winn-Dixie acquisition assuming it occurred January 2, 2011.~~

•: federal consumer protection and unfair competition laws, which broadly regulate platform activities and activities that potentially harm consumers; and
•: state laws and regulations, including state anti-kickback and false claims laws, that may apply to our business practices, including but not limited to, distribution, sales and marketing arrangements and claims involving healthcare items or services reimbursed by any third-party payor, including private insurers and self-pay patients.

12 To enforce compliance with healthcare regulatory laws, certain enforcement bodies have recently increased their scrutiny of interactions between healthcare companies and referral sources, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. Responding to investigations can be time- and resource-consuming and can divert management's attention from the business. Additionally, as a result of these investigations, entities may also have to agree to additional compliance and reporting requirements as part of a consent decree, non-prosecution or corporate integrity agreement. Any such investigation or settlements could increase our costs or otherwise have an adverse effect on our business. Even an unsuccessful challenge or investigation into our practices could cause adverse publicity and be costly to respond. See "Risk Factors—Risks Related to Our Business and Industry—Litigation or legal proceedings could expose us to significant liabilities and may materially adversely affect our businesses, financial condition and results of operations."

~~Table~~ We currently operate 231 in-store pharmacies and one centralized specialty pharmacy and, as a result, we are exposed to risks inherent in the packaging, dispensing, distribution and disposal of ~~Contents~~pharmaceuticals and other healthcare products, such as risks of liability for products which cause harm to customers, as well as increased regulatory risks and related costs. Although we maintain insurance, we cannot guarantee that the coverage limits under our insurance programs will be adequate to protect us against future claims, or that we will be able to maintain this insurance on acceptable terms in the future, or at all. Our business, results of operations, financial condition or cash flows may be materially adversely affected if in the future our insurance coverage proves to be inadequate or unavailable, or there is an increase in the liability for which we self-insure, or we suffer harm to our reputation as a result of an error or omission.

~~RISK~~ If ~~FACTORS~~we cannot open, relocate or remodel stores on schedule, it could have a material adverse effect on our business, financial condition and results of operations.

~~Investing~~ Part inof our ~~common~~growth ~~stock~~strategy ~~involves~~is ato ~~high~~target ~~degree~~new ofstore openings in existing and adjacent markets where we believe we are well positioned to ~~risk~~capitalize on opportunities. ~~You~~We ~~should~~also ~~carefully~~intend ~~consider~~to ~~the~~seek ~~risks~~value-enhancing ~~described~~store ~~below~~acquisitions that complement our existing store base. However, aswe ~~well~~cannot asassure ~~the~~you ~~other~~that ~~information~~we ~~included~~will be successful in ~~this~~finding ~~prospectus,~~and executing ~~before~~such ~~making~~opportunities. aOur ~~decision~~ability to ~~invest~~open stores in ~~our~~a ~~common~~timely ~~stock.~~manner ~~Any~~depends ofin part on the following ~~risks~~factors: the availability of, asand ~~well~~ability asto ~~other~~identify, ~~risks~~attractive store locations and rent ~~uncertainties,~~prices; ~~could~~the ~~harm~~absence ~~our~~of ~~business,~~entitlement ~~financial~~processes ~~condition,~~or ~~results~~occupancy ofdelays; ~~operations~~the ability to negotiate acceptable lease and ~~cash~~development ~~flows~~terms; our relationships with current and ~~cause~~prospective landlords; the ~~value~~ability to ofsecure ~~our~~and ~~common~~manage ~~stock~~the toinventory ~~decline,~~necessary ~~which~~for inthe ~~turn~~launch ~~could~~and ~~cause~~operation ~~you~~of tonew ~~lose~~stores; ~~all~~general oreconomic ~~part~~conditions; and the availability of ~~your~~capital ~~investment~~funding for expansion.

~~Risks~~ Our construction ~~Related~~and opening of new stores may be negatively impacted due to ~~Our~~state ~~Business~~or county shelter-in-place requirements and the closure of government offices resulting from the COVID-19 pandemic. We may not have the level of cash flow or financing necessary to support our growth strategy. Additionally, our expansion would place increased demands on our operational, managerial and administrative resources. These increased demands could cause us to operate our existing business less efficiently, which in turn could cause deterioration in the financial performance of our existing stores. If we experience a decline in performance, we may slow or discontinue store openings, or we

~~We rely on a principal supplier for a substantial portion of our retail merchandise.~~ 25

WeTable ~~rely on a single supplier, C&S, to provide all~~ of the retail merchandise (other than merchandise that is delivered directly from the manufacturers to our stores (known as “direct store delivery”) and prescription drugs) pursuant to a long-term supply agreement. During the 28-week period ended July 10, 2013, C&S supplied approximately 22% of our retail merchandise. On May 10, 2013, we entered into the C&S supply arrangement in which the scope of C&S’s services has been expanded to cover the Winn-Dixie stores. Under the C&S supply arrangement, C&S will supply all of the retail merchandise (other than direct store delivery and prescription drugs) to all of our 685 stores as of July 10, 2013, including the 479 stores under the Winn-Dixie banner. See “Business—Sources of Supply.” This will result in a substantially higher proportion of our merchandise being supplied by one supplier. We anticipate approximately 75-80% of our retail merchandise will be supplied by C&S under this arrangement. Contents

~~Due~~may decide to ~~our~~close ~~significantly~~stores ~~increased~~that ~~reliance~~are onunable ~~C&S~~ to ~~supply~~operate ~~our~~in ~~merchandise,~~a ~~the~~profitable ~~cancellation~~manner. ofDelays ~~the~~or ~~C&S~~failures ~~supply~~in ~~arrangement~~opening ~~or the~~new ~~disruption,~~stores ~~delay~~ or ~~inability~~completing ofrelocations ~~C&S~~or toremodels ~~deliver products to our stores~~ could ~~have~~materially aadversely ~~material~~affect ~~adverse effect on~~ our growth ~~business~~and/or profitability. ~~Other~~Additionally, ~~suppliers~~new ~~that~~stores ~~could~~might ~~provide~~not ~~similar~~always ~~products~~align ~~are~~with ~~limited~~our expectations in ~~number~~terms ~~and~~of ~~there~~sales isor nocapital ~~assurance~~expenditures ~~that~~and we ~~would be~~may ~~able~~not toachieve ~~secure~~projected anresults. ~~alternative~~If ~~supplier~~we onfail ~~commercially~~to successfully ~~reasonable~~implement ~~terms~~our orgrowth ~~at all. In addition~~strategy, aincluding ~~change~~by inopening ~~suppliers~~new ~~could cause a delay in distribution and a possible loss of sales~~stores, ~~which~~it ~~would~~could have a material adverse effect on our business, financial condition and results of operations.

We Our ~~may~~success ~~not~~depends ~~realize~~upon ~~the~~our ~~benefits~~marketing, ofadvertising ~~outsourcing~~and ~~operations~~promotional inefforts. ~~connection~~If costs associated with ~~the~~these efforts ~~C&S~~increase, ~~supply~~or ~~arrangement~~if we are unable to implement such efforts successfully, ~~including~~it ~~integration synergies.~~could have a material adverse effect on our business, financial condition and results of operations.

To We beuse ~~successful~~marketing inand ~~our recent~~promotional ~~logistics~~programs ~~outsourcing~~ to ~~C&S,~~attract wecustomers ~~will~~into ~~need~~our tostores ~~turn~~and ~~over~~to ~~certain~~encourage ~~warehouse~~purchases. ~~and~~If ~~trucking~~we ~~operations~~are ~~and~~unable ~~personnel~~ to ~~C&S~~develop inand implement aeffective ~~manner~~marketing, ~~that~~advertising ~~does~~and ~~not~~promotional ~~disrupt~~strategies, ~~store~~we ~~operations~~may orbe ~~supply~~unable to achieve and ~~integrate~~maintain ~~our~~brand ~~ordering~~awareness and ~~purchasing~~repeat ~~systems~~store visits. ~~This~~ ~~will~~For ~~require~~example, ~~substantial~~purchases ~~management~~by ~~attention~~customers ~~and~~that ~~could~~are members ~~distract~~of ~~attention~~our ~~from~~loyalty ~~our~~program ~~day-to-day~~made ~~business.~~up Ifapproximately we85% ~~cannot~~of ~~implement~~net ~~the~~sales ~~C&S~~in ~~supply~~fiscal ~~arrangement~~year ~~successfully,~~2019 weand ~~may~~89% ~~fail~~of tonet ~~realize~~sales for the ~~expected~~28 ~~benefits~~weeks ~~and~~ended ~~our~~July 8, ~~operations~~2020. ~~could be~~We ~~adversely~~may ~~affected.~~not Inbe ~~addition,~~able ~~any~~to ~~interruption~~advertise ofcost effectively ~~supply~~in tonew ~~our~~or ~~store~~smaller ~~locations~~markets ~~could~~in ~~lead~~which towe ahave ~~loss~~fewer ofstores, ~~sales.~~which Wecould ~~expect~~slow ~~that~~growth ~~the~~at ~~C&S~~such ~~supply~~stores. ~~arrangement~~If ~~will~~the ~~result~~efficacy inof ~~significant~~our ~~savings~~marketing onor ~~the~~promotional ~~cost~~activities ofdeclines ~~inventory~~or ~~and~~we ~~supplies~~cannot ifimplement ~~successfully~~our ~~implemented.~~strategies ~~There~~effectively, ~~can~~it becould nohave ~~assurance~~a ~~that~~material ~~any~~adverse ofeffect ~~these~~on ~~savings~~our ~~will~~business, infinancial ~~fact~~condition beand ~~realized~~results of operations.

We If ~~operate~~we infail ato ~~highly~~maintain ~~competitive~~our ~~industry~~reputation ~~with~~and ~~low~~the ~~profit~~value ~~margins,~~of ~~and~~our ~~actions~~brands, ~~taken~~including byprotection of our ~~competitors~~intellectual property, ~~can~~our ~~negatively~~sales ~~affect~~and ~~our~~ operating results ofmay ~~operations~~decline.

We ~~compete~~believe ~~with various~~our ~~types~~continued ofsuccess ~~retailers,~~depends ~~including~~on ~~local,~~our ~~regional~~ability to maintain and ~~national~~grow ~~supermarket~~the ~~operators,~~value ~~convenience~~of ~~stores~~our Winn-Dixie, ~~retail~~Harveys ~~drug~~and ~~chains~~Fresco y Más brands, ~~national~~as ~~general~~well ~~merchandisers~~as ~~and~~our ~~discount~~Own ~~retailers,~~Brands ~~membership~~portfolio. ~~clubs~~Brand value is based in large part on perceptions of subjective qualities. Even isolated incidents involving our Company, ~~super~~suppliers, agents or third-~~centers~~party service providers, ~~warehouse~~or ~~stores~~the products we sell, can erode the trust and ~~independent~~ confidence of our customers and ~~specialty~~damage ~~grocers~~the strength of our brands. ~~Our~~This ~~competitors~~is ~~include~~particularly ~~national~~the case if such incidents result in adverse publicity, governmental investigations or litigation. Our reputation and ~~regional~~our ~~supermarket~~brands ~~chains~~may ~~that~~be ~~compete~~damaged onin ~~the~~all, ~~basis~~one or some of ~~location~~the markets in which we do business, ~~quality~~by ofadverse events ~~products~~at the corporate level or by an employee or agent violating our core values and standards. Similarly, ~~service~~challenges or reactions to action (or inaction) or perceived action (or inaction), ~~price~~by us on issues such as social policies, ~~product~~merchandising, ~~mix~~compliance related to social, ~~store~~product, ~~conditions~~labor and ~~promotional~~environmental ~~offerings.~~standards Weor ~~also~~other ~~face~~sensitive topics, and any perceived lack of transparency ~~heightened~~about ~~competition~~such ~~from~~matters, ~~restaurants~~could harm our reputation, particularly as expectations of companies and ~~fast~~of ~~food~~companies' ~~chains~~corporate ~~due~~responsibility may continue to ~~the~~change. The increasing ~~portion~~use of ~~household~~social ~~food~~media ~~expenditures~~platforms and ~~directed~~online toforums may increase the ~~purchase~~chance ofthat ~~food~~an ~~prepared~~adverse ~~outside~~event could negatively affect the ~~home~~reputation of our brands. InThe ~~addition~~online dissemination of negative information about our brands, ~~over~~including inaccurate ~~the~~information, ~~past~~could ~~several~~harm ~~years~~our reputation, webusiness, ~~have~~competitive ~~experienced~~advantage ~~a significant~~and ~~number~~goodwill. ofDamage ~~competitor~~to ~~store~~our ~~openings~~reputation incould ~~the~~result ~~regions~~in declines in ~~which~~customer weloyalty ~~operate~~and sales, relationships with our suppliers, business development opportunities, divert attention and resources from management, including by requiring responses to inquiries or additional regulatory scrutiny, and otherwise materially adversely affect our results. Our brands could be materially adversely affected if our public image or reputation were to be tarnished by negative publicity.

13 We regard our intellectual property, including trademarks and service marks, as having significant value, and our brands are an important factor in the marketing of our stores. We may not be able or willing to successfully enforce our trademarks or intellectual property rights against competitors or defend them against challenges by others. If we fail to protect our trademarks or other intellectual property rights, others may copy or use our trademarks or intellectual property without authorization, which may harm the value of our brands, reputation, competitive advantages and goodwill and

~~Table of Contents~~26

~~Our~~Table ~~industry is highly competitive with low profit margins. Pricing is a significant driver~~ of consumer choice in our industry and we regularly engage in price competition, particularly through our promotional programs. To the extent that our competitors lower prices, through increased promotional activity or otherwise, our ability to maintain gross profit margins and sales levels may be negatively impacted. Several of our primary competitors are larger than we are, have greater financial resources available to them and, therefore, may be able to devote greater resources to invest in pricing and promotional programs. Additionally, we may not have sufficient resources to respond to significant investments by our competitors in pricing or promotional programs or store base. Contents

adversely affect our financial condition, cash flows or results of operations. The value of our intellectual property could diminish if others assert rights in or ownership of our trademarks and other intellectual property rights, or trademarks that are similar to our trademarks. We may be unable to successfully resolve these types of conflicts to our satisfaction. Additionally, we are susceptible to others infringing, misappropriating, diluting or otherwise violating our intellectual property rights. Adequate remedies may not be available in the event of an unauthorized use or disclosure of our trade secrets or other intellectual property. Actions we have taken byto establish and protect our ~~competitors~~intellectual property rights may ~~have~~not abe ~~material~~adequate ~~adverse~~to prevent infringement of our intellectual ~~effect~~property onby others or to prevent others from seeking to invalidate our ~~business~~trademarks or other intellectual property rights. In addition, ~~financial~~unilateral ~~condition~~actions ~~and~~in ~~results~~the United States or other countries, including changes to or the repeal of ~~operations~~laws recognizing trademark or other intellectual property rights, could have an impact on our ability to obtain, protect or enforce those rights.

~~Adverse~~ There may ~~economic~~in ~~conditions~~the future be concurrent use, opposition, cancellation, and similar proceedings from time to time with respect to some of our intellectual property rights. In some cases, litigation may be necessary to protect or enforce our trademarks and other intellectual property rights. Furthermore, third parties may assert intellectual property claims against us, and we may be subject to liability, required to enter into costly license agreements, if available at all, required to rebrand our products and/or prevented from selling some of our products if third parties successfully oppose or challenge our trademarks or successfully claim that we infringe, misappropriate, dilute or otherwise violate their trademarks, copyrights, patents or other intellectual property rights. Bringing or defending any such claim, regardless of merit, and whether successful or unsuccessful, could ~~negatively~~be ~~affect~~expensive and time-consuming, and have a negative effect on our business, reputation, results of operations and financial condition.

~~The retail food industry is sensitive to changes in overall~~ economic conditions that impact consumer spending and purchasing habits, both nationally and locally. General economic conditions in our market areas, such as higher levels of unemployment, weakness in the housing market, inflation in food and ~~energy,~~ We ~~and~~are ~~lagging~~subject ~~consumer confidence, could reduce consumer spending and cause consumers~~ to ~~switch~~risks toassociated awith ~~less~~leasing ~~expensive~~substantial ~~mix~~amounts of ~~products or trade down to discounters for grocery items. Furthermore~~space, weincluding ~~may~~future ~~experience~~increases ~~additional reductions~~ in ~~traffic~~ inoccupancy our supermarkets or limitations on the prices that we can charge for our products, either of which may reduce our sales and profit margins and have a material adverse effect on our business, financial condition and results of operationscosts.

~~Failure~~ We tocurrently ~~execute~~lease ~~successfully~~substantially all of our ~~core~~store locations, primary distribution centers and administrative offices, and a number of these ~~strategic~~leases ~~initiatives~~expire ~~could~~or ~~adversely~~are ~~affect~~up usfor renewal each year. Our operating leases typically have initial lease terms of up to 25 years with renewal options for variable periods.

Typically, the largest portion of a store's operating expense that we bear is the cost associated with leasing the location. Our ~~multi-year~~lease ~~strategic~~payment ~~initiatives~~obligations ~~include~~for ~~building~~all ~~customer~~operating ~~loyalty~~leases in existence as of December 25, ~~improving~~2019 ~~our~~are ~~brand~~$195.5 million ~~image~~for ~~and~~fiscal ~~growing~~year ~~profitable~~2020 ~~sales~~and $541.2 million ~~Over~~in ~~the~~aggregate ~~last~~for ~~several~~fiscal years 2021 through 2025 and $297.9 million thereafter. See "Management's Discussion and Analysis of Financial Conditions and Results of Operations—Contractual Obligations." We are also generally responsible for property taxes, insurance and common area maintenance for our leased properties. We expect that many of the new stores we ~~have~~open ~~focused~~will onalso ~~creating~~be aleased ~~positive~~to us under operating leases, which will further increase our operating lease ~~“fresh~~expenditures. ~~and~~If ~~local”~~we ~~shopping~~are ~~experience~~unable into make the required payments under our leases, the lenders or owners of the relevant stores, ~~which~~distribution wecenters ~~expect~~or ~~will~~administrative ~~further~~offices ~~evolve~~may, ~~and~~among ~~improve~~other things, repossess those assets, which could adversely affect our ~~brand~~ability ~~image~~to conduct our operations. ~~Our~~In ~~strategy~~addition, ~~focuses~~our onfailure ~~improving~~to make payments under our ~~customers’~~operating ~~shopping~~leases ~~experiences~~could ~~through~~trigger ~~improved~~defaults ~~service~~under other leases or under our Term Loan, ~~product~~which ~~selection~~could ~~and price~~cause the counterparties under those agreements to accelerate the obligations due thereunder.

~~Successful~~ The operating ~~execution~~leases offor ~~this~~our ~~strategy requires~~store alocations, ~~balance~~distribution ~~between~~centers ~~sales growth~~ and ~~generating~~administrative ~~cost~~offices ~~savings~~expire ~~and~~at ~~reinvesting~~various ~~in our business~~dates. ~~Maintaining~~When ~~this strategy requires~~ the ~~ability~~lease toterm ~~develop~~for ~~and~~our ~~execute~~stores ~~plans~~expire, towe ~~generate~~may ~~cost~~be ~~savings~~unable ~~and~~to negotiate ~~productivity~~renewals, ~~improvements~~either ~~that~~on ~~can~~commercially ~~be invested~~reasonable interms ~~the~~or ~~merchandising~~at ~~and~~all, ~~pricing~~which ~~initiatives~~could ~~necessary~~cause us to ~~support~~close ~~our~~stores ~~customer-focused~~or ~~programs,~~to asrelocate ~~well~~stores aswithin ~~recognizing~~a ~~and~~market ~~implementing~~on ~~organizational~~less ~~changes~~favorable ~~as required~~terms. ~~Because~~Any ~~many~~ of ~~our~~these ~~operating~~factors ~~costs—such as rent, utilities~~could ~~and~~cause ~~minimum~~us ~~labor~~to ~~staffing~~close ~~levels—are~~stores ~~largely~~in ~~fixed~~desirable locations, ~~low~~which ~~levels~~could ofhave ~~sales~~a ~~productivity~~material ~~negatively~~adverse impact ~~profitability~~on our results of operations.

~~If we are unable to execute our plans, or if our plans fail to meet our customers’ expectations, our business, financial condition and results of operations could be adversely affected.~~ 27

WeTable ~~may not fully realize the benefits~~ of ~~integrating our Winn-Dixie acquisition, including merger integration synergies.~~ Contents

~~While~~ Over time, wecurrent ~~have~~store ~~operated~~locations ~~for~~may ~~over~~not ~~five~~continue ~~full~~to ~~fiscal~~be ~~quarters since~~desirable ~~our~~because ~~acquisition~~ of ~~Winn-Dixie,~~changes ~~work~~in ~~remains~~demographics towithin bethe ~~done~~surrounding toarea ~~combine~~or ~~and~~a ~~integrate~~decline ~~the~~in ~~operations~~shopping oftraffic. ~~BI-LO~~While ~~and~~we ~~Winn-Dixie~~have ~~into~~the right ~~one~~to ~~company,~~terminate ~~with~~some ~~particular~~of ~~emphasis~~our onleases ~~aligning~~under ~~and~~specified ~~upgrading~~conditions, ~~key~~we ~~retail~~may ~~information~~not ~~technology~~be ~~and~~able ~~related systems. Integration will continue~~ to ~~require~~terminate ~~substantial~~a ~~management~~particular ~~attention~~lease ~~and~~if ~~could~~or ~~detract~~when ~~attention~~we ~~from~~would ~~day-~~like to~~-day~~ ~~business~~do so. WeIf ~~could~~we ~~encounter~~decide ~~difficulties~~to inclose ~~the integration process~~stores, ~~such~~we asare ~~the~~generally required ~~need~~to continue to ~~revise~~perform ~~assumptions~~obligations ~~about~~under ~~revenues,~~the ~~capital expenditures~~applicable leases, ~~operating~~which ~~costs~~generally ~~and~~include ~~projected~~paying ~~cost~~rent ~~savings~~ and ~~merger~~operating ~~integration~~expenses ~~synergies,~~for the ~~loss~~balance of ~~key~~the ~~employees~~lease orterm. ~~commercial~~When ~~relationships,~~we ~~the~~assign ~~need~~leases toor ~~address~~sublease space ~~unanticipated~~to ~~liabilities~~third orparties, ~~the~~we ~~deployment~~can ofremain ~~technologies~~liable ~~disrupting~~ on~~-going operations~~ ~~and~~the ~~affected~~lease ~~stores.~~obligations Ifif wethe ~~cannot~~assignee ~~continue~~or tosublessee ~~integrate~~does ~~the~~not ~~BI-LO~~perform. ~~and~~

14 We may have liability under certain operating leases that were assigned to third parties.

~~Table~~ We may have liability under certain operating leases that were assigned to third parties. If any of ~~Contents~~these third parties fail to perform their obligations under the leases, including as a result of the economic dislocation caused by the response to the COVID-19 pandemic, we could be responsible for the lease obligation. Due to the wide dispersion among third parties and the variety of remedies available, we believe that if an assignee became insolvent it would not have a material effect on our business, financial condition, results of operations or cash flows. However, if some or all assignees become insolvent within a short period of time, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

~~Winn-Dixie~~ We ~~businesses successfully, we~~ may ~~fail~~be required to ~~realize~~recognize ~~fully~~impairment ~~the~~expenses ~~expected~~on ~~benefits of~~ the ~~acquisition~~value of ~~Winn~~our long-~~Dixie,~~lived ~~including the expected cost savings and merger integration synergies~~assets.

~~This~~ Upon ~~offering~~emergence isfrom ~~not~~bankruptcy, ~~conditioned~~we ~~upon~~applied ~~the~~fresh start accounting, and our long-lived assets were adjusted to fair values. In addition to fixed ~~closing~~assets, oflong-lived ~~the~~assets ~~pending~~also ~~transactions~~include intangible assets, such as tradenames, right of use assets, pharmacy prescription files and ~~there~~liquor ~~can~~licenses. beThe nodetermination ~~assurance~~of fair values requires that ~~the~~we make ~~pending~~significant ~~transactions~~estimates ~~will~~and beassumptions ~~completed~~regarding long-term projections of cash flows, market conditions and appropriate market rates. Our judgments are based on historical experience, current market trends and other information. Changes in estimates of future cash flows caused by items such as increased competition or other adverse market conditions could negatively affect fair value and result in an impairment expense. We have experienced, ifand ~~completed~~may continue to experience, ~~that~~impairment weof ~~will~~these ~~obtain~~assets ~~all~~which could result in material non-cash charges to our results of operations. Long-lived asset impairment expenses were $6.3 million, $13.2 million, $24.6 million and $39.6 million for the ~~anticipated~~28 ~~benefits~~weeks ofended July 8, 2020, fiscal year 2019, the 22 weeks ~~pending~~ended ~~transactions~~May 30, 2018 and fiscal year 2017, respectively. Tradename impairment expenses were $25.0 million, $8.0 million, $11.0 million, and $75.5 million for the 28 weeks ended July 8, 2020, fiscal year 2019, the 22 weeks ended May 30, 2018 and fiscal year 2017, respectively. There was no impairment recorded in the 30 weeks ended December 26, 2018. Future impairment expenses could have a material adverse effect on our financial condition and results of operations.

~~In May 2013, we signed a definitive merger agreement under~~ ~~which~~ Information wecontained ~~will acquire substantially all of the operating supermarkets under the “Sweetbay,” “Harveys” and “Reid’s” banners from Delhaize and certain of its subsidiaries for $265.0 million~~ in ~~cash~~our ~~(subject~~historical ~~to certain~~financial ~~adjustments)~~statements ~~and~~will ~~the~~not ~~assumption~~be ofcomparable ~~all related lease liabilities, including approximately $92.0 million of capital lease liabilities of Delhaize. We expect the Delhaize transaction~~ to ~~close in~~ the ~~first quarter of 2014, subject to the~~information ~~satisfaction~~contained orin ~~waiver~~our offinancial ~~customary~~statements ~~closing~~after ~~conditions. Either party may terminate~~ the ~~agreement~~application ~~if the closing does not occur by November 30, 2014. This offering is not conditioned upon the closing~~ of ~~the~~fresh ~~Delhaize~~start ~~transaction and there can be no assurance that the Delhaize transaction will be completed~~accounting.

~~Completion~~ Our offinancial ~~the~~statements ~~Delhaize~~reflect ~~transaction is conditioned upon, among other things,~~ the ~~receipt~~consummation of ~~certain~~Reorganization ~~governmental~~and ~~clearances or approvals, including those required by antitrust laws, such as~~ the ~~expiration~~ oradoption ~~termination~~ of ~~applicable~~fresh ~~waiting~~start ~~periods under the HSR Act~~accounting. WeAs ~~cannot~~a ~~assure you that these clearances or approvals will be obtained or~~result, ifour ~~obtained,~~assets ~~when. In addition, the governmental authorities from which these approvals are~~and ~~required~~liabilities ~~have~~were ~~broad~~adjusted ~~discretion~~to infair ~~administering~~values ~~the~~and ~~governing~~our ~~regulations.~~financial Asstatements afrom ~~condition~~and toafter ~~approval of the acquisition~~May 30, ~~these governmental authorities may impose requirements~~2018, ~~limitations~~will ornot ~~costs~~be orcomparable ~~require~~to ~~divestitures~~our ~~or place restrictions on~~financial ~~the~~statements ~~conduct~~for ofprior ~~our business after the completion of the acquisition~~periods. OnOur ~~July 8,~~financial ~~2013,~~results ~~the~~for ~~Federal~~future ~~Trade~~periods ~~Commission,~~following or the ~~FTC,~~application ~~issued~~of afresh ~~request~~start ~~for~~accounting ~~additional~~will ~~information,~~be ordifferent afrom ~~second~~historical ~~request~~trends, ~~to us~~ and ~~Delhaize. The FTC has indicated on a preliminary basis that it believes~~ the ~~transaction~~differences may ~~raise~~be material. ~~competitive~~As ~~concerns~~a inresult ~~certain~~of ~~regions~~all ~~and~~these ~~could~~factors, ~~require~~our ushistorical tofinancial ~~divest~~information ~~certain~~may ~~stores~~not asbe aindicative ~~condition~~of toour ~~the~~future ~~FTC’s~~financial ~~approval of the transaction~~performance.

On September 4, 2013, we entered into an agreement to purchase 21 Piggly Wiggly operating supermarkets. We expect this acquisition to close during the fourth quarter of fiscal 2013, subject to the satisfaction or waiver of customary closing conditions. This offering is not conditioned upon the closing of the Piggly Wiggly transaction and there can be no assurance that the Piggly Wiggly transaction will be completed. 28

IfTable ~~we become subject to any term, condition, obligation or restriction (whether by governmental order, consent or because the terms~~ of the merger agreement require it), the imposition of such term, condition, obligation or restriction could reduce the anticipated benefits of the affected pending transactions or otherwise materially adversely affect our business and results of operations after the completion of the affected pending transactions. Contents

We Failure ~~may~~to ~~not~~maintain ~~fully realize~~ the ~~anticipated~~privacy ~~benefits~~and security of confidential customer and business information, and the resulting ~~pending~~unfavorable ~~transactions.~~publicity, could have a material adverse effect on our business, financial condition and results of operations.

~~Integration~~ We ofreceive, ~~the~~retain, ~~pending~~use ~~transactions~~and ~~will~~transmit ~~require~~confidential ~~substantial~~business ~~management~~information ~~attention~~ and ~~could~~certain ~~detract~~personal ~~attention~~information ~~from~~relating ~~day-~~to~~-day~~ customers, employees, ~~business.~~suppliers Weand ~~could~~other ~~encounter~~third ~~difficulties~~parties in ~~the~~connection ~~integration~~with ~~process~~our ofpayment ~~the~~systems, ~~pending~~pharmacy ~~transactions~~business, ~~such~~loyalty asprogram ~~the~~and ~~need~~marketing toand ~~revise~~human ~~assumptions~~resources ~~about revenues~~organizations, ~~capital~~including ~~expenditures,~~protected ~~operating~~health ~~costs~~information ("PHI") and ~~projected~~personally ~~cost~~identifiable ~~savings~~information, and ~~business~~entrust ~~integration synergies,~~certain of that information to third-party service providers. We depend upon the ~~loss~~secure transmission of ~~key~~confidential ~~employees~~information, orincluding customer ~~commercial~~payments, ~~relationships~~over orexternal ~~the~~networks. ~~need~~Despite our considerable efforts to ~~address~~secure ~~unanticipated~~our ~~liabilities~~computer networks, security could be compromised, confidential information could be misappropriated or system disruptions could occur, as has occurred with a number of other retailers. If we ~~cannot~~experience ~~integrate~~a ~~the~~data ~~businesses~~security ~~successfully~~breach, we ~~may~~could ~~fail~~be exposed to ~~realize~~government ~~fully~~enforcement ~~the~~actions, ~~expected~~possible ~~benefits~~assessments offrom the card ~~pending~~brands ~~transactions~~if credit card data was involved and potential litigation. In addition, our customers could lose confidence in our ability to protect their personal information, which could cause them to alter their spending behavior, including amount of spend or frequency of visits to our stores.

~~Our~~ Additionally, the use of personal information by us and our third-party service providers is subject to federal, state and local laws and regulations. As a merchant that accepts debit and credit cards for payment, we are subject to the Payment Card Industry ("PCI") Data Security Standard ("PCI DSS"), issued by the PCI Council. PCI DSS contains compliance guidelines and standards with regard to our security surrounding the physical administrative and technical storage, processing and transmission of individual cardholder data. By accepting debit cards for payment, we are also subject to compliance with American National Standards Institute ("ANSI") data encryption standards and payment network security operating ~~costs~~guidelines. ~~can~~Failure to be ~~significantly~~PCI compliant or to meet other ~~impacted~~payment card standards may result in the imposition of financial penalties or the allocation by ~~various~~the ~~factors~~card brands of the costs of fraudulent charges to us. As well, the Fair and Accurate Credit Transactions Act ("FACTA") requires systems that print payment card receipts to employ personal account number truncation so that the customer's full account number is not viewable on the slip. With respect to our pharmacy operations, we are also subject to regulation under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as amended by the Health Information Technology for Economic and Clinical Health Act, which ~~could~~establishes ~~negatively~~privacy ~~affect~~and security standards that limit our ~~financial~~use ~~position~~and disclosure of PHI and requires us to implement administrative, physical and technical safeguards to ensure the confidentiality, integrity and availability of PHI. HIPAA also requires us to provide individuals with certain rights with respect to their PHI. Further, in the event of a breach of unsecured PHI we must notify each customer whose PHI is breached, as well as federal regulators and in some cases, must publicize the breach in local or national media. For those third-party service providers and partners who handle PHI on our behalf, we are required to enter into a business associate agreement that establishes specifically what the business associate has been engaged to do and requires the business associate to comply with the requirements of HIPAA. Penalties for failure to comply with a requirement of HIPAA vary significantly depending on the nature of violation and could include civil monetary or criminal penalties. HIPAA also authorizes state attorneys general to file suit under HIPAA on behalf of state residents. Courts can award damages, costs and attorneys' fees related to violations of HIPAA in such cases. While HIPAA does not create a private right of action allowing individuals to sue us in civil court for HIPAA violations, its standards have been used as the basis for a duty of care claim in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI.

We Despite our efforts to comply with HIPAA and ~~our~~PCI ~~suppliers~~DSS, ~~depend~~ANSI onand ~~trucks~~FACTA toor ~~distribute~~other ~~goods~~payment tocard ~~our~~standards ~~markets.~~and ~~Therefore~~other information security measures, ~~fluctuations~~we inhave ~~fuel~~experienced "phishing" attacks, hacking incidents and ~~oil~~other ~~prices~~unauthorized ~~affect~~access ~~our~~to ~~cost of~~certain ~~doing~~data ~~business.~~and ~~Increases~~information, inand ~~the~~we ~~cost~~cannot be certain that all of ~~electricity,~~our ~~which~~IT and cybersecurity systems and processes will ~~remain~~be ~~our~~able ~~responsibility~~to prevent, contain or

15 29

Table of Contents

detect ~~under~~all ~~the~~cyber-attacks ~~C&S~~or ~~supply~~intrusions ~~arrangement,~~from ~~and~~known ~~other~~malware ~~utilities~~or ~~affect~~malware ~~the~~that ~~cost~~may ofbe ~~illuminating~~developed ~~and~~in ~~operating~~the ~~our~~future, ~~stores~~particularly ~~and~~as ~~warehouse and distribution facilities. Many products~~ we ~~sell~~grow ~~include ingredients~~our ~~such~~technology asplatforms ~~wheat, corn, oils, milk, sugar, cocoa~~ and ~~other~~expand ~~commodities and any increase in commodity prices may cause~~ our ~~vendors~~eCommerce ~~to seek price increases from us~~offerings. ~~Also,~~To the extent ~~cost~~that ofany ~~plastic~~disruption ~~and~~results ~~paper bags can be significantly impacted by increases~~ in ~~commodity~~the ~~prices.~~loss, ~~The~~damage ~~cost~~or misappropriation of ~~our~~information, ~~promotional~~we ~~mailings~~may ~~depends~~be onadversely ~~postal~~affected ~~rates~~by ~~and~~claims ~~paper and printing costs. We also rely on discounts~~ from ~~the~~customers, ~~basic~~financial ~~postal~~institutions, ~~rate~~regulatory ~~structure~~authorities, payment ~~such~~card asassociations ~~discounts for bulk mailings~~ and ~~sorting by zip code and carrier routes~~others. In addition, asprivacy ~~the~~and ~~use~~information ofsecurity ~~payment~~laws ~~cards grows~~ and ~~banks~~standards continue to ~~raise~~evolve ~~their fees for accepting payment cards at the point of sale, bank interchange fees continue to decrease profit margins. Furthermore, changes in federal~~ and ~~state~~ ~~minimum wage laws and other laws relating to employee benefits~~ could ~~cause~~expose us to ~~incur~~further ~~additional~~regulatory ~~wage and benefit costs~~burdens. WeThe ~~may not be able to recover these or other rising costs through increased prices charged to our customers. Increases in the~~ cost of ~~one~~complying orwith stricter ~~more~~laws ofand ~~these~~standards, orincluding ~~other~~HIPAA, ~~items~~PCI ~~could~~DSS, ~~have~~ANSI aand ~~material~~FACTA ~~adverse~~data ~~effect~~encryption ~~on our business~~standards, ~~financial~~could ~~condition~~be ~~and results of operations~~significant.

~~Changes~~ The techniques used by criminals to obtain unauthorized access to sensitive data change frequently and often cannot be recognized until launched against a target. Accordingly, we may not be able to anticipate these frequently changing techniques or implement adequate preventive measures for all of them. Any unauthorized access into our customers' sensitive information, or data belonging to us or our suppliers, even if we are compliant with industry security standards, could put us at a competitive disadvantage, result in ~~laws~~deterioration of our customers' confidence in us and subject us to potential litigation, ~~rules~~liability, fines and ~~regulations~~penalties ~~affecting~~and consent decrees, which could require us to expend significant resources related to remediation or result in a disruption of our operations, ~~industry~~any of which could ~~adversely~~have ~~affect~~a material adverse effect on our business, financial condition, and results of operations.

Further, the scope of laws and regulations regarding privacy, data protection, information security and the storing, sharing, use, processing, transfer, disclosure, retention and protection of personal information is rapidly changing. We are also subject to ~~numerous federal~~the terms of our privacy policies and contractual obligations to third parties related to privacy, ~~state~~data protection and information ~~local~~security. We strive to comply with applicable laws, ~~rules~~regulations, policies and ~~regulations~~other ~~that~~legal ~~affect~~obligations ~~our~~relating ~~business~~to privacy, ~~such~~data asprotection ~~those~~and ~~affecting~~information ~~food~~security. ~~manufacturing~~However, ~~food~~the regulatory framework for privacy, data protection and ~~drug~~information ~~distribution~~security is, and ~~retailing~~is likely to remain, ~~labor~~uncertain ~~and~~for ~~environmental~~the ~~practices~~foreseeable future, ~~accounting~~and ~~standards~~it is possible that these or other actual or alleged obligations may be interpreted and ~~taxation~~applied ~~requirements~~in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. We ~~must~~ also ~~comply~~expect ~~with~~that ~~numerous~~there ~~provisions~~will ~~regulating,~~continue ~~among~~to ~~other~~be ~~things~~new laws, ~~health~~regulations and ~~sanitation~~industry standards concerning privacy, ~~food~~data ~~labeling~~protection and ~~safety~~information security proposed and enacted in various jurisdictions. Various states throughout the United States, ~~equal~~are increasingly ~~employment~~adopting ~~opportunity~~or revising privacy, ~~minimum~~information ~~wages~~security and data protection laws and regulations that could have a significant impact on our current and planned privacy, data protection and information ~~licensing~~security-related ~~for~~practices, ~~the~~our ~~sale~~collection, use, sharing, retention and safeguarding of ~~food~~customer, ~~drugs~~consumer and/or employee information, as well as any other third-party information we receive, and ~~alcoholic~~some ~~beverages~~of our current or planned business activities.

~~Ongoing~~ We ~~efforts~~face ~~related to~~ the ~~implementation~~risk of ~~recently~~ ~~enacted~~litigation ~~food~~resulting ~~safety~~from ~~and~~unauthorized ~~health~~text ~~care~~messages ~~reform~~sent ~~legislation~~in ~~create~~violation ~~uncertainty~~of ~~about~~ the ~~probability and impact of future regulatory changes. In addition, new mandates, fees and taxes and stricter regulatory oversight can significantly impact~~Telephone ~~operations~~Consumer ~~and~~Protection ~~compliance costs~~Act.

We ~~cannot~~send short message service, or SMS, text messages to customers. The actual or perceived improper sending of text messages may subject us to ~~predict~~potential ~~future~~risks, including liabilities or claims relating to consumer protection laws,. ~~rules~~Numerous class-action suits under federal and ~~regulations~~state orlaws have been filed in recent years against companies who conduct SMS texting programs, with many resulting in multi-million-dollar settlements to the ~~effect~~plaintiffs. ~~they~~Any ~~will~~future ~~have~~such onlitigation ~~our~~against ~~operations~~us could be costly and time-consuming to defend. InFor example, ~~any~~the ~~event~~Telephone Consumer Protection Act (TCPA) of 1991, ~~however~~a federal statute that protects consumers from unwanted telephone calls, ~~they~~faxes ~~could~~and ~~significantly~~text ~~increase~~messages, restricts telemarketing and the ~~cost~~use of automated ~~doing~~SMS ~~business~~text messages without proper consent. ~~These~~Federal ~~changes~~or ~~could~~state ~~result~~regulatory inauthorities ~~additional~~or ~~record~~private ~~keeping,~~litigants ~~expanded documentation~~may ofclaim that the ~~properties~~notices ofand ~~certain~~disclosures ~~products~~we provide, ~~expanded~~form of consents we obtain or our ~~different~~SMS ~~labeling.~~texting ~~Any~~practices are not adequate or ~~all~~violate ofapplicable ~~these~~law. ~~requirements~~This ~~could~~may ~~have~~in athe ~~material~~future ~~adverse~~result ~~effect~~in oncivil ~~our~~claims ~~business,~~against ~~financial~~us. ~~condition~~The scope and ~~results~~interpretation of ~~operations~~the laws that are or may be applicable to the delivery of text messages are continuously evolving and developing. If we do not comply with these laws or regulations or if we become liable under these laws or regulations,

In addition, many of our customers rely on food stamps and other governmental assistance programs to supplement their grocery-shopping budget. As a result, any change in the ability of our customers to obtain food stamps and other governmental assistance could have a material adverse effect on our business, financial condition and results of operations. 30

~~Healthcare~~Table ~~reform~~of ~~legislation could adversely affect our business.~~ Contents

~~The Federal Patient Protection and Affordable Care Act as well as other healthcare reform legislation~~we ~~considered~~could byface ~~Congress~~direct ~~and~~liability, ~~state legislators~~ could ~~significantly~~be ~~impact~~required ~~our business. These health care reform laws require employers such as us~~ to ~~provide~~change ~~health~~some ~~insurance~~portions ~~for~~of ~~all~~our ~~qualifying~~business ~~employees~~model, orcould ~~pay~~face ~~penalties~~negative ~~for~~publicity ~~not~~and ~~providing coverage. We cannot predict the effects this legislation or any future state or federal healthcare legislation or regulation will have on~~ our business, ~~because~~financial ofcondition ~~the breadth~~ and ~~complexity~~results of ~~the~~operations ~~legislation~~could ~~and because many of the rules, reforms and regulations~~be ~~required~~adversely ~~to implement these laws have not yet been adopted~~affected. ~~However,~~ weEven ~~expect~~an ~~these~~unsuccessful ~~reforms~~challenge toof ~~significantly increase~~ our ~~employee~~SMS ~~healthcare~~texting ~~and~~practices ~~other~~by ~~related costs. We are currently evaluating the potential impact the healthcare reform legislation will have on~~ our ~~business and the steps necessary to mitigate the impacts~~customers, ~~including~~regulatory ~~potential~~authorities ~~modifications~~or ~~to our current benefit plans, operational changes to minimize the impact of the legislation to our cost structure and~~ other ~~changes~~ tothird ~~minimize~~parties ~~the~~could ~~expected~~result ~~cost increases. As the provisions of this legislation are phased~~ in ~~over~~negative ~~time,~~publicity ~~the resulting changes to our healthcare cost structure~~ and ~~any inability to effectively modify our programs and operations in response to this legislation~~ could ~~have~~require a costly ~~material~~response ~~adverse~~from ~~effect on our business, financial conditions~~ and ~~results~~defense ofby ~~operations~~us.

16 Disruptions of or compromises to our information technology system, including as a result of unauthorized computer intrusions, could have a material adverse effect on our business, financial condition and results of operations, and on our reputation.

~~Table~~ We are dependent on complex information technology systems to operate our business, enhance customer service, improve the efficiency of ~~Contents~~our supply chain and increase employee efficiency. Certain of these information technology systems are hosted by third-party service providers. Such third-party service providers may fail to monitor their or our systems effectively, may fail to maintain appropriate safeguards, may misuse the personal and/or confidential information to which they have access, may attempt to circumvent our security measures, may purposefully or inadvertently allow unauthorized access to our or their systems or to personal and/or confidential information or may otherwise disrupt our business operations. We and our customers could suffer harm if valuable business data or employee, customer and other proprietary information were corrupted, lost or accessed or misappropriated by third parties due to a security failure in our systems or those of our suppliers or service providers. Any such failure or breach could require significant expenditures to remediate, severely damage our reputation and our relationships with customers, result in unwanted media attention and lost sales and expose us to risks of litigation and liability. Further, our information technology systems, as well as those of our third-party service providers, are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, malicious service disruptions, catastrophic events and user errors.

~~Disruptions~~ As a orresult ~~compromises~~of inthe COVID-19 pandemic, we have transitioned to a remote work environment, which may exacerbate certain risks to our ~~information~~business, ~~technology~~including ~~systems~~increasing ~~could~~the ~~adversely~~stress on, and our ~~affect~~vulnerability to disruptions of, our ~~operations~~technology infrastructure and ~~our~~systems, ~~reputation~~increased risk of phishing and ~~have~~other acybersecurity ~~material~~attacks, ~~adverse~~and ~~effect~~increased onrisk ~~our~~of ~~business~~unauthorized dissemination of personal or confidential information.

~~Our~~ While we ~~business~~have isimplemented ~~increasingly~~additional ~~dependent~~security onsoftware ~~information technology systems that are complex~~ and ~~vital~~hardware todesigned ~~continuing operations. If we were~~ to ~~experience~~provide ~~difficulties~~additional ~~maintaining~~protections ~~existing~~against ~~systems~~unauthorized orintrusions, ~~integrating~~there ~~BI-LO~~can ~~systems~~be ~~with~~no ~~Winn-Dixie~~assurance ~~systems,~~that unauthorized weindividuals ~~could~~will ~~incur~~not ~~significant~~discover ~~losses~~a ~~due~~means to ~~disruptions~~circumvent in our ~~operations~~security. ~~Our~~Hackers ~~information~~and ~~technology~~data ~~systems~~thieves are ~~subject~~increasingly tosophisticated ~~damage or interruption from power outages, computer~~ and ~~telecommunications~~operate ~~failures,~~large-scale ~~computer viruses, security breaches, catastrophic events~~ and ~~user~~complex ~~errors~~attacks. ~~Our~~Experienced ~~information~~computer programmers ~~technology~~and ~~systems~~hackers ~~are~~may ~~also~~be ~~subject~~able to ~~security~~penetrate ~~breaches,~~our ~~including cyber~~ security ~~breaches~~ controls and ~~breaches~~misappropriate ofor ~~transaction processing, that could result in the~~ compromise ofsensitive ~~confidential customer data~~personal, ~~including~~proprietary ~~debit and credit cardholder data~~ or ~~personal~~confidential information, ~~about~~create ~~customers~~system ~~from~~disruptions ~~their~~or ~~frequent shopper cards~~cause shutdowns. ~~Any~~They ~~disruptions in~~also ~~information~~may ~~technology~~be ~~systems~~able orto adevelop ~~security~~and ~~breach~~deploy ~~could~~malicious ~~require~~software programs that weattack ~~expend~~our ~~significant~~systems ~~additional~~or ~~resources~~otherwise ~~related~~exploit toany ~~our~~security ~~information~~vulnerabilities. ~~security~~Computer ~~systems,~~intrusions could adversely affect our ~~reputation with our customers~~brands, ~~result~~may incause ~~litigation against~~ us ~~or the~~to ~~imposition~~incur oflegal ~~penalties~~ and ~~adversely~~other ~~affect~~fees, ~~our~~may ~~results~~cause ofus ~~operations.~~to ~~Also,~~incur ~~various~~additional ~~third~~expenses ~~parties,~~for ~~such~~additional assecurity ~~our~~measures ~~suppliers~~ and ~~payment~~could ~~processors,~~discourage ~~rely~~customers onfrom ~~information~~shopping ~~technology~~in ~~systems,~~our ~~which are subject to the same risks~~stores.

We Significant disruptions ~~face risks inherent~~ in ~~providing pharmacy services at~~ our ~~stores,~~information ~~and~~technology ~~continued~~systems ~~reimbursement~~or ~~rate~~our ~~pressures~~third-party ~~and~~service ~~increased~~providers ~~regulatory~~could ~~requirements~~have ina ~~the~~material ~~pharmacy~~adverse ~~industry~~effect ~~may~~on ~~adversely affect~~ our business, financial condition and results of operations, and on our reputation.

~~Pharmacies~~ A ~~are~~loss ~~exposed~~in tocustomer ~~risks~~confidence ~~such~~in asthe ~~filling~~safety and ~~labeling~~quality of ~~prescriptions,~~our ~~adequacy~~products ~~of warnings, unintentional distribution of counterfeit drugs~~ and ~~expiration of drugs. Although we maintain professional liability and errors and omissions liability insurance, we cannot guarantee that~~ the ~~coverage~~resulting ~~limits under our insurance programs will be~~unfavorable ~~adequate~~publicity tocould ~~protect~~have usa ~~against~~material ~~future~~adverse ~~claims~~effect ~~or that we will be able to maintain this insurance~~ on ~~acceptable~~our ~~terms in the future or at all. Our~~ business, financial condition and results of operations may be materially adversely affected if, in the future, our insurance coverage is inadequate or unavailable, there is an increase in the liability for which we self-insure, or we suffer harm to our reputation as a result of a claim.

~~Sales~~ The ofpackaging, ~~prescription~~marketing, ~~drugs~~production, ~~reimbursed~~distribution byand ~~third~~sale ~~party~~of ~~payers~~grocery, ~~including~~pharmaceutical ~~Medicare~~and ~~Part~~other Dproducts ~~and~~purchased ~~state~~from ~~sponsored~~suppliers or produced ~~Medicaid~~by ~~agencies,~~us ~~represent~~entails aan ~~significant~~inherent ~~portion~~risk of ~~our~~product ~~pharmacy~~liability ~~sales.~~claims, ~~Continued~~product ~~reimbursement rate pressures~~recalls, and ~~increased~~could ~~regulatory~~potentially ~~requirements~~result ~~related~~in toadverse ~~such~~publicity. ~~third~~We ~~party~~cannot ~~payers,~~be ~~may~~sure ~~adversely~~that ~~affect our business and results of operations.~~

~~Unexpected changes in the insurance market or factors affecting self-insurance reserve estimates could have a material adverse effect on us.~~ 31

WeTable ~~use a combination~~ of insurance coverage and self-insurance to provide for potential liability for workers’ compensation, general liability, property losses, fleet liability, employee benefits and directors and officers liability. There is no assurance that we will be able to continue to maintain our insurance coverage or obtain comparable insurance coverage at a reasonable cost. Self-insurance reserves are determined based on actual claims experience and an estimate of claims incurred but not reported including, where necessary, actuarial studies. Actuarial projections of losses are subject to a high degree of variability caused by, but not limited to, such factors as future interest and inflation rates, future economic conditions, litigation trends and benefit level changes. Our business, financial condition and results of operations could be adversely affected by an increase in the frequency or costs of claims and changes in actuarial assumptions. Contents

~~Litigation~~consumption or use of our products will not cause side effects, illness, injury or ~~legal~~death ~~proceedings~~in the future, as product deficiencies might not be identified before we sell such products to our customers. Concerns regarding the safety and quality of our food products or our food supply chain, whether valid or not, could ~~expose~~cause customers to avoid purchasing certain products from us, or to ~~significant~~stop ~~liabilities~~shopping in our stores entirely. To the extent that a pathogen is food-borne, or perceived to be food-borne, future outbreaks may adversely affect the price and availability of certain food products and cause our customers to eat less of such product. For example, adverse publicity about these types of concerns, such as the current concerns relating to the COVID-19 pandemic and concerns relating to romaine lettuce in 2018 may discourage customers from buying our products. Any report linking us to food contamination, food tampering, mislabeling, illness, injury, or other food safety issues, whether relating to one of our products or any product sold in one of our stores, could lead to product recalls, materially adversely ~~affect~~impact sales or possibly lead to further product liability claims or litigation and brand damage, any of which could harm our ~~businesses~~reputation with existing and potential customers and have a material adverse effect on our business, financial condition and results of operations.

~~Our~~ We ~~operations~~may ~~are~~not ~~characterized~~be byable ato ~~high~~retain ~~volume~~the loyalty of ~~customer~~ ~~traffic~~our ~~and~~customers, bythe ~~transactions~~failure ~~involving a wide variety~~ of ~~product~~which ~~selections.~~could ~~These~~have ~~operations carry~~ a ~~higher~~material ~~exposure~~adverse effect toon ~~consumer~~our ~~litigation~~business, ~~risk~~financial ~~when~~condition ~~compared~~and toresults ~~the operations~~ of ~~companies operating in many other industries~~operations. ~~Consequently, we may be a party to~~

17 We depend on repeat visits by our customer base to drive our consistent sales and sales growth. Competition for customers has also intensified from the use of mobile and web-based technology that facilitates online shopping and real-time product and price comparisons. We expect this competition to continue to increase. Our competitors may be able to offer their customers promotions or loyalty program incentives that are more attractive than the promotions and incentives we offer, which could result in fewer shopping trips to or purchases from our stores. If we are unable to retain the loyalty of our customers, our sales could decrease and we may not be able to grow our store base as planned, which could have a material adverse effect on our business, financial condition and results of operations.

~~Table~~ Litigation or legal proceedings could expose us to significant liabilities and may materially adversely affect our businesses, financial condition and results of ~~Contents~~operations.

Our operations carry a higher exposure to customer and employee litigation risk when compared to companies operating in many other industries due to the nature of our business, including high volume of customer traffic, product variety, supply-chain matters and number of employees. Consequently, we may be a party to individual ~~personal~~or ~~injury~~class action lawsuits regarding contractual, human resources, product liability and other legal actions in the ordinary course of our business. The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify., ~~Plaintiffs~~and inplaintiffs ~~these types of lawsuits~~ may seek ~~recovery~~significant ofdamages. ~~very~~The ~~large or indeterminate amounts, and the magnitude of the~~ potential loss relating to such lawsuits may remain unknown for substantial periods of time. ~~The~~and the cost to defend future litigation may be significant. There may also be adverse publicity associated with litigation that may decrease ~~consumer~~customer confidence in our business, regardless of whether the allegations are valid or whether we are ultimately found liable. As a result, litigation ~~may~~could ~~materially~~have ~~adversely~~a ~~affect~~material adverse effect on our business, financial condition and results of operations.

~~Product~~ In August ~~liability~~2018, ~~claims~~we received a subpoena from the United States Department of Defense, ~~product~~Office ~~recalls~~of Inspector General, requesting documents and other materials that relate to our pharmacies' generic drug program and the ~~resulting~~manner ~~unfavorable~~in ~~publicity~~which ~~could~~we ~~adversely~~determine ~~affect~~usual and customary drug pricing for purposes of reporting to federal health care programs from September 1, 2014 to December 31, 2016. In February 2020, we were informed by the Department of Justice Civil Division the existence of a sealed qui tam ("whistleblower") lawsuit against us regarding the usual and customary pricing claims submitted by us to federal health care programs for certain generic drugs sold in our stores from 2006 through 2013 when we discontinued certain discount programs related to these drugs. Due to the complex nature of this lawsuit, we do not know the full substance of the allegations. At this stage of

The packaging, marketing, distribution and sale of grocery, drug and other products purchased from suppliers or manufactured by us entails an inherent risk of product liability claims, product recalls and the resulting adverse publicity. Such products may contain contaminants that we may inadvertently distribute. These contaminants may, in certain cases, result in illness, injury or death if processing at the consumer level does not eliminate the contaminants. Even an inadvertent shipment of adulterated products is a violation of law and may lead to a product recall and/or an increased risk of exposure to product liability claims. There can be no assurance that such claims will not be asserted against us or that we will not be obligated to perform product recalls in the future. If a product liability claim is successful, our insurance coverage may not be adequate to pay all liabilities, and we may not be able to continue to maintain such insurance coverage or obtain comparable insurance coverage at a reasonable cost. If we do not have adequate insurance coverage or contractual indemnification available, product liability claims relating to defective products could have an adverse effect on our ability to successfully market our products and on our business, financial condition and results of operations. In addition, even if a product liability claim is not successful or is not fully pursued, the adverse publicity surrounding any assertion that our products caused illness or injury could have an adverse effect on our reputation with existing and potential customers and on our business, financial condition and results of operations. 32

~~Failure~~Table ~~to maintain the services~~ of key personnel, as well as attracting, training and retaining a qualified labor staff could adversely affect our ability to carry out strategic initiatives and ultimately impact our financial performance. Contents

~~Our~~the proceedings, ~~continued~~we ~~success~~are ~~depends~~not onable to predict the ~~availability~~validity ~~and~~or ~~performance~~outcome of ~~our~~these ~~key~~matters ~~personnel.~~or ~~The~~estimate ~~loss~~a potential range of ~~the~~loss ~~services~~with ofrespect ~~any~~to ofthese ~~our~~matters. ~~executive officers~~We orare ~~other~~cooperating ~~key~~with ~~employees~~the ~~could~~government's requests ~~adversely~~for ~~affect~~documents ~~our~~and ~~business~~information. InOn ~~addition~~September 30, it2020 iswe ~~critical~~received a notice from the U.S. Department of Justice that wethey ~~are~~have ~~able~~declined to ~~adequately~~intervene ~~meet~~in ~~our~~the ~~labor~~qui tam ~~needs~~lawsuit. Additionally, ~~Maintaining~~they aadvised ~~qualified~~that ~~labor~~they ~~staff,~~do ~~while~~not ~~controlling~~have ~~wage~~information ~~and~~regarding ~~labor-related~~whether ~~costs,~~the isrelators ~~subject~~intend to ~~numerous~~ ~~external~~pursue ~~factors,~~the ~~including~~asserted ~~the~~claims ~~availability~~on behalf of athe ~~sufficient~~United ~~number~~States ofor ~~qualified~~whether ~~persons~~they inwill voluntarily dismiss the ~~work~~lawsuit. ~~force~~Responding into ~~the~~investigations ~~markets~~can inbe ~~which~~time-and resource-consuming and can divert management's attention from the business. Additionally, we ~~are~~could ~~located~~be subject to suspension, ~~unemployment~~exclusion ~~levels~~or debarment ~~within~~from ~~those~~government ~~markets~~health care programs, ~~unionization~~and/or have to agree to settlements that can include monetary penalties and onerous compliance and reporting requirements as part of ~~the~~a ~~available~~consent ~~work~~decree ~~force,~~or ~~prevailing~~corporate ~~wage~~integrity ~~rates~~or monitoring agreement. Any such investigation, ~~changing~~exclusion, ~~demographics~~suspension, ~~health~~debarment ~~and~~or ~~other~~settlement ~~insurance~~could increase our costs ~~and~~or ~~changes~~otherwise inhave ~~employment~~an ~~legislation~~adverse effect on our business.

We are ~~must~~also ~~maintain~~one ~~the~~of ~~services~~dozens of ~~key~~companies ~~personnel~~that have been named in various lawsuits alleging that defendants contributed to the national opioid epidemic. At present, we are named in over 40 suits pending in various state courts as well as ~~attract~~in the United States District Court for the Northern District of Ohio, ~~train~~where over 2,000 cases have been consolidated as Multi-District Litigation ("MDL") pursuant to 28 U.S.C. §1407. The MDL cases are currently stayed pending bellwether trials, and ~~retain~~we ado ~~qualified~~not ~~labor~~currently ~~staff~~have any active matters. At this stage in ~~order~~the toproceedings, ~~continue~~we are unable to ~~operate~~ ~~our~~determine ~~business~~the probability of the outcome of these matters or the range of reasonably possible loss, if any.

~~The geographic~~ ~~concentration~~ Changes ofin ~~our~~laws, ~~locations~~rules inand ~~the~~regulations ~~Southeast~~affecting ~~increases~~ our ~~exposure~~industry tocould ~~the~~have ~~risks~~a ofmaterial ~~the~~adverse ~~local~~effect ~~economy~~on our business, ~~vulnerability~~financial tocondition ~~severe storm damage~~ and ~~other~~results ~~local~~of ~~adverse conditions~~operations.

~~Our~~ We ~~operations~~ are ~~concentrated~~subject to numerous and frequently changing federal, state and local laws, rules and regulations that affect our business. We routinely incur significant costs in ~~states~~complying ~~along~~with these regulations. The complexity of the ~~Gulf~~regulatory environment in which we operate and the related cost of ~~Mexico~~compliance are increasing due to additional legal and regulatory requirements, our expanding operations and increased enforcement efforts. Further, uncertainties exist regarding the ~~Atlantic~~future ~~Ocean~~application of certain of these legal requirements to our business. New or existing laws, ~~which~~regulations ~~makes~~and uspolicies, liabilities arising thereunder and the related interpretations and enforcement practices, particularly those dealing with environmental ~~vulnerable~~product and compliance, taxation, zoning and land use, workplace safety, public health, community right-to-know, ~~regional~~product ~~economic~~safety ~~downturns~~or labeling, food safety, alcohol and ~~increases~~beverage sales, pharmacy and drug sales, vitamin and supplements, information security and privacy, labor and employment and any new provisions relating to the ~~likelihood~~COVID-19 ofpandemic, ~~being~~among ~~negatively~~others, ~~affected~~or bychanges ~~hurricanes~~in existing laws, regulations, policies and ~~windstorm~~the ~~activity.~~related ~~Specific~~interpretations ~~risks~~and enforcement practices, particularly those governing the sale of products, may result in significant added expenses or may require extensive system and operating changes that wemay ~~face~~be ~~include:~~difficult to implement and/or could materially increase our cost of doing business.

• For example, our ~~ability~~operations are subject to ~~re-open~~various ~~stores~~federal, ~~that~~state ~~may~~and ~~close~~local laws and regulations relating to the protection of the environment, including those governing the storage, handling, management, disposal and cleanup of hazardous materials. Some environmental laws, such as the Comprehensive Environmental Response, Compensation and Liability Act and similar state statutes, impose strict, and under certain circumstances joint and several, liability for costs to remediate a ~~result~~contaminated site, and also impose liability for damages to natural resources. Third-party claims in connection with releases of ~~damage~~or exposure to hazardous materials relating to our current or former properties or third-party waste disposal sites can also arise. In addition, the ~~store~~presence ~~and/~~of contamination at any of our properties could impair our ability to sell or lease the ~~operating~~contaminated ~~area;~~properties or to borrow money using any of these properties as collateral. The costs and liabilities associated with any such contamination could be substantial and could have a material adverse effect on our business.

~~• our ability and the ability of our suppliers to continue to distribute products to stores;~~33

•Table ~~our ability to fund losses~~ of ~~inventory and other costs in advance of receipt of insurance payments; and~~Contents

18 Federal regulations under the Clean Air Act require phase out of the production of ozone depleting refrigerants that include hydrochlorofluorocarbons, the most common of which is R-22. As of January 1, 2020, industry production of new R-22 refrigerant gas has been completely phased out; however, recovered and recycled/reclaimed R-22 will be available for servicing systems after 2020. We are reducing our R-22 footprint while continuing to repair leaks, thus extending the useful lifespan of existing equipment. In fiscal year 2019, we incurred approximately $1.2 million for system retrofits, and we have budgeted approximately $1.5 million per year for subsequent years. Leak repairs are part of the ongoing refrigeration maintenance budget. We may be required to spend additional capital above and beyond what is currently budgeted for system retrofits and leak repairs which could have a significant impact on our business, results of operations and financial condition. We are also subject to a Consent Decree that required us to pay a $300,000 penalty and address commercial refrigerant repair and recordkeeping requirements. If we are unable to comply with the Consent Decree going forward or if we are subject to any other violations or penalties in connection therewith, it could have a material adverse effect on our business, financial condition, results of operations and our reputation.

~~Table~~ In addition, the increased focus on climate change, waste management and other environmental issues may result in new environmental laws or regulations that negatively affect us directly or indirectly through increased costs on our suppliers. There can be no assurance that other environmental changes will not adversely affect us through, for example, business interruption, cost of ~~Contents~~remediation or adverse publicity.

• Further, a ~~our~~considerable ~~ability~~number toof ~~collect~~our onemployees ~~insurance~~are ~~coverage,~~paid ~~which~~at isrates ~~subject~~related to the ~~solvency~~federal minimum wage. Additionally, many of our ~~insurance~~stores ~~carriers~~are located in Florida, ~~their~~where ~~approval~~the ofminimum ~~our~~wage ~~claims~~is greater than the federal minimum wage and where a considerable number of employees receive compensation equal to the ~~timing~~state's minimum wage. Any further increases in the federal minimum wage or the enactment of ~~claims~~additional ~~processing~~state or local minimum wage increases could increase our labor costs, which may adversely affect our results of operations and ~~payment~~financial condition.

~~Any~~ Many of ~~unforeseen~~our ~~events~~customers rely on electronic benefit transfers ("EBT"), or ~~circumstances~~food instamps, ~~our~~under ~~region~~the Supplemental Nutrition Assistance Program (~~such~~"SNAP"), asand other governmental assistance programs to supplement their grocery shopping budget. Payments via EBT under SNAP accounted for approximately 9.3% to 12.3% of our net sales for fiscal years 2016 through 2019. Accordingly, changes in EBT regulations by the ~~economy,~~U.S. ~~weather~~Department ~~conditions~~of Agriculture or in SNAP benefits by Congress, ~~including~~particularly ~~hurricanes~~if ~~and~~the ~~floods~~SNAP budget is lowered, could adversely affect our financial performance. We cannot predict ~~earthquakes,~~either ~~fires~~the nature of future laws, ~~demographics~~regulations, ~~population~~interpretations ~~outflows~~or applications, or ~~increased~~the ~~levels~~effect ofeither ~~unemployment)~~additional ~~could~~governmental ~~also~~laws, ~~materially~~regulations ~~adversely~~or ~~affect~~administrative ~~our~~procedures, ~~business~~when and if promulgated, ~~financial~~or disparate ~~condition~~federal, state, local and ~~results~~foreign ofregulatory ~~operations~~schemes would have on our future business.

~~Any~~ In addition, ~~failure~~regulatory changes could require the reformulation of certain products to ~~maintain~~meet ~~our~~new ~~brand~~standards, ~~recognition~~the recall or discontinuance of certain products not able to be reformulated, additional record keeping, expanded documentation of the properties of certain products, expanded or different labeling and/or ~~value~~scientific ~~may~~substantiation. ~~adversely~~Any ~~affect~~or all of such requirements could have a material adverse effect on our business, financial condition and results of operations.

~~We believe our leading market positions~~ have contributed to our banners’ strong brand recognition and value. Our BI-LO and Winn-Dixie banners have deep local heritages that go back several decades and are well known institutions in the communities they serve, which we believe helps ~~generate~~ The ~~customer~~geographic ~~traffic~~concentration ~~and~~of ~~loyalty. Maintaining and developing~~ our ~~brand~~locations ~~recognition~~in ~~and value will depend largely on~~ the ~~success~~southeastern ofUnited ~~our~~States ~~marketing~~increases ~~and merchandising efforts and~~ our ~~ability~~ vulnerability to ~~provide~~natural ~~consistent,~~events ~~high-quality~~including ~~customer~~severe ~~service.~~storm ~~In addition~~damage, ~~brand~~natural ~~recognition~~disasters and ~~value~~other islocal ~~based in large part on perceptions of subjective qualities, and even isolated incidents can erode trust and confidence, particularly if they result in~~ adverse ~~publicity,~~weather ~~governmental investigations or litigation. Our company~~conditions, ~~including~~which ~~our brand recognition and value,~~ could be adversely affected if our public image or reputation is tarnished by negative publicity. Any loss of confidence on the part of customers in our brands would be difficult and costly to overcome and could have a material adverse effect on our business, financial condition and results of operations.

~~Attempts~~ A tosubstantial ~~organize~~portion of our ~~employees~~operations ~~could~~are ~~adversely~~concentrated ~~affect~~in ~~our~~states ~~business.~~along the Gulf of Mexico and the Atlantic Ocean, which makes us vulnerable to regional events and increases the likelihood of

None of our employees are currently subject to a collective bargaining agreement, unlike many players in our industry. Unions may attempt to organize some or all of our employee base at certain stores, within certain states or under one or more of our banners. In addition, some or all of our employees may independently explore the possibility of organizing. Addressing any attempts at organization may distract management and our employees and could have a material adverse effect on individual stores, certain groups of stores or our business as a whole. In addition, any attempts to unionize some or all of our workforce that are successful could increase our operating costs and otherwise negatively affect our business, financial condition and results of operations. 34

WeTable ~~may~~of ~~be unable to maintain or increase comparable store sales, which could adversely affect our business.~~ Contents

Webeing negatively ~~may~~impacted ~~not~~by beevents ~~able~~such toas ~~maintain~~tornadoes, orhurricanes ~~improve~~and ~~the~~windstorms. ~~levels~~Among ofthe ~~comparable~~specific ~~store~~risks ~~sales~~ that we ~~have~~face ~~experienced in the past. Our comparable store sales could be inconsistent with or lower than our historical average or prior periods for many reasons, including~~include:

•: our ability to re-open stores that may close as a result of damage to the store and/or operating area;
•: lack of an adequate work force in a market in which we operate;
•: temporary disruptions in the manufacture, transport and supply of products and delays in the delivery of products to our stores;
•: reductions in customer traffic and in the availability of products in our stores;
•: our ability to fund losses of inventory and other costs in advance of the receipt of insurance payments; and
•: our ability to collect on insurance coverage, which is subject to solvency of our insurance carriers, their approval of our claims and the timing of claims processing and payment.

• Any unforeseen ~~actions~~events byor circumstances in our ~~existing~~operating orareas ~~new~~could ~~competitors~~have a material adverse effect on our business, ~~including~~financial ~~pricing~~condition ~~changes;~~and results of operations.

• In addition, ~~general~~adverse ~~U.S.~~climate ~~economic~~conditions and ~~political~~adverse weather patterns, such as drought or flood, that impact growing conditions; and the quantity and quality of crops yielded by food producers may adversely affect the availability or cost of certain products within the grocery supply chain. Any of these factors may disrupt our business and could have a material adverse effect on our business, financial condition and results of operations.

• Threats ~~performance~~or potential threats to security of food and drug safety, the ~~stores~~occurrence of a widespread health epidemic and/or ~~banners~~pandemic weor other incidents beyond our control could have ~~acquired~~a ~~and~~material ~~those~~adverse ~~that~~effect weon ~~may~~our ~~acquire~~business, infinancial ~~the~~condition ~~future;~~and results of operations.

• Acts or threats, whether perceived or real, of war or terror or other criminal activity directed at the ~~effectiveness~~food and drug industry or the transportation industry, whether or not directly involving our stores, could increase our operating costs and operations, or impact general customer behavior and customer spending. Other events that give rise to actual or potential food contamination, drug contamination or food-borne illnesses, or a widespread regional, national or global health epidemic and/or pandemic, such as influenza, or, specifically, the recent COVID-19 pandemic, could have an adverse effect on our operating results or disrupt production and delivery of products to our ~~inventory~~stores, ~~management;~~our ability to appropriately and safely staff our stores and cause customers to avoid public gathering places or otherwise change their shopping behaviors.

• The costs ~~timing~~associated with implementing and ~~effectiveness~~maintaining ofthe safety measures designed to protect our ~~marketing~~associates ~~activities;~~and customers in the COVID-19 pandemic have to date been more than offset by increased sales, but in the event our sales decline as stay-at-home guidance subsides and the economy begins to re-open, we may be required to continue to implement and maintain these protective measures despite lower sales, thereby reducing our profitability.

• Attempts ~~supply~~to ~~shortages;~~organize ~~and~~our employees could adversely affect our business.

• None ~~seasonal~~of ~~fluctuations~~our ~~due~~employees are currently subject to a collective bargaining agreement, ~~among~~unlike ~~other~~many ~~things~~competitors in our industry. Unions may attempt to organize some or all of our employee base at certain stores, ~~extreme~~within ~~weather~~certain ~~conditions~~states or under one or more of our banners. In addition, some or all of our employees may independently explore the possibility of organizing. Addressing any attempts at organization may distract management and our employees and could have a material adverse effect on individual stores, certain groups of stores or our business as a whole. In addition, any attempts to unionize some or all of our workforce that are successful could increase our operating costs and otherwise negatively affect our business, financial condition and results of operations.

These and other factors may cause our comparable store sales to be inconsistent with or materially lower than in prior periods, which could have a material adverse effect on our business, financial condition and results of operations. 35

19 Table of Contents

~~Table~~ Seasonality ofmay ~~Contents~~cause fluctuations in our revenue.

~~Our~~ We ~~high~~believe ~~level~~there are seasonal factors that may cause us to record higher revenue in some quarters compared with others. We believe that a larger share of ~~fixed~~our ~~lease~~annual ~~obligations~~revenues ~~could~~may be generated in our first and fourth quarters due to the major holidays in November and December and an increase of visitors in Florida from November to March. While we believe we have visibility into the seasonality of our business, various factors, including difficult weather conditions (such as flooding, hurricanes, prolonged rain or periods of unseasonably cold or hot weather or snow storms) in any quarter, may adversely ~~affect~~reduce sales at affected stores and may have a material adverse effect on our business., financial condition and results of operations.

~~Our~~ We ~~high~~may ~~level~~not ofbe ~~fixed~~able ~~lease obligations require us~~ to ~~commit~~utilize a significant portion of ~~cash~~our ~~generated~~net by operating ~~activities~~loss toor ~~satisfy~~other ~~these~~tax ~~obligations. If we are unable to make the required lease payments~~attributes, ~~the lenders or owners may take appropriate action under the~~which ~~applicable~~could ~~lease,~~have ~~including~~a ~~commencing~~material ~~foreclosure~~adverse ~~activities,~~effect ~~repossessing~~on ~~the applicable assets or accelerating~~ our ~~outstanding~~financial ~~obligations due thereunder. Furthermore~~condition, ~~our~~results ~~fixed lease obligations could increase because~~ of ~~changes~~operations inand ~~the real estate markets, including the availability of attractive store locations~~profitability.

We As ~~generally~~of ~~cannot~~December 25, ~~terminate~~2019, ~~our~~we ~~leases.~~had IfNOLs weof ~~decide~~approximately to$579 million ~~close~~due orto ~~relocate~~prior aperiod ~~location,~~losses. weApproximately ~~may~~$526 million of ~~nonetheless~~such beNOLs ~~committed~~are subject to ~~perform~~existing ~~our~~limitations ~~obligations~~ under Section 382 of the ~~applicable~~Internal ~~lease,~~Revenue ~~including~~Code ~~paying~~of ~~the~~1986, ~~base rent~~as ~~for~~amended (the ~~remaining~~"Code"). ~~lease~~If ~~term.~~not Weutilized, ~~are~~our ~~currently~~NOLs ~~obligated~~will begin to ~~pay~~expire ~~rent~~in ~~under~~2025 ~~leases~~ for 21U.S. federal ~~Winn-Dixie~~income ~~and~~tax ~~BI-LO~~purposes. ~~locations~~See ~~that~~"Management's ~~have~~Discussion ~~been~~and ~~closed,~~Analysis ~~with~~of ~~lease~~Financial ~~expiration~~Condition ~~dates~~and ~~ranging~~Results ~~from~~of ~~October~~Operations—Key ~~2013~~Factors toAffecting ~~November~~Our ~~2023.~~Results ~~There~~of ~~can be no assurances~~Operations—The ~~that~~Reorganization weand ~~will~~Fresh ~~not~~Start ~~close~~Accounting." orOur ~~relocate~~NOLs ~~additional~~could ~~store~~expire ~~locations~~unused orand ~~that~~be ~~the~~unavailable ~~aggregate~~to ~~rent~~offset wefuture ~~are~~income ~~committed~~tax toliabilities, ~~pay~~which incould ~~respect~~have ofa ~~closed~~material oradverse ~~relocated~~effect ~~stores~~on ~~will~~our ~~not~~financial condition ~~increase~~and ~~over~~results ~~time~~of operations.

~~Risks~~ In addition, ~~Related~~our ability to utilize NOLs or other tax attributes in any taxable year may be further limited under Sections 382 and 383 of the Code if we experience another "ownership change." A Section 382 "ownership change" generally occurs if one or more stockholders or groups of stockholders who own at least 5% of our ~~Indebtedness~~stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. This offering or future issuances of our stock could cause an "ownership change." It is possible that an ownership change, or any future ownership change, could have a material effect on the use of our NOLs or other tax attributes, which could have a material adverse effect on our financial condition, results of operations and profitability.

~~Our~~ Additionally, a ~~level~~significant portion of ~~indebtedness~~our ~~could~~NOLs ~~adversely~~and ~~affect~~other ~~our~~deferred tax assets maintain a valuation allowance as of fiscal 2019 year end. Management assesses the available positive and ~~ability~~negative evidence to ~~raise~~estimate ~~additional~~whether ~~capital~~sufficient future taxable income will be generated to ~~fund~~permit ~~our~~use ~~operations~~of ~~and~~existing ~~limit~~deferred ~~our~~tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 25, 2019. Such objective evidence limits the ability to ~~plan~~consider other subjective evidence, such as our projections for future ~~and~~growth. ~~react~~On the basis of this evaluation, as of December 25, 2019, $187.8 million was recorded to ~~changes~~recognize inonly a portion of the ~~economy,~~deferred ~~our~~tax ~~industry~~assets orthat are more likely than not to be realized. The amount of the deferred tax assets (including our ~~business,~~NOLs) ~~and~~considered werealizable, ~~may~~however, ~~not~~could be ~~able~~adjusted toif ~~generate~~estimates ~~sufficient~~of ~~cash~~future totaxable ~~service~~income ~~all~~during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to the subjective evidence such as our ~~indebtedness.~~projections for growth.

~~As of July 10, 2013, after giving~~ effect to the issuance of our PIK toggle notes and the application of proceeds therefrom as if it had occurred on that date, our total consolidated indebtedness would have been approximately $1,364.9 million (excluding $131 million of letters of credit under our senior secured ABL credit facility). In addition, as of July 10, 2013, we had approximately $1.1 billion in other current and noncurrent liabilities recorded on our balance sheet, and there was approximately $469 million of ~~available~~ Risks ~~borrowings~~Related ~~under~~to ~~the ABL facility.~~ Our ~~significant leverage could have important consequences, including the following:~~ Indebtedness

• Our itsubstantial ~~may~~level ~~limit~~of ~~our~~indebtedness ~~ability~~could toadversely ~~obtain~~affect ~~additional~~our ~~debt or equity financing for working capital~~business, ~~capital~~financial ~~expenditures~~condition, ~~debt~~and ~~service~~results of ~~requirements, acquisitions or general corporate or other purposes;~~operations.

• We ithave, ~~may~~and ~~require~~expect usto continue to ~~dedicate~~have, a substantial ~~portion~~amount of ~~our~~debt. ~~cash~~As ~~flows~~of ~~from~~July 8, ~~operations~~2020 toon ~~the~~an ~~payment~~as ofadjusted ~~principal~~basis ~~and~~after ~~interest~~giving oneffect ~~our~~to the ~~indebtedness,~~Refinancing ~~thereby~~Transactions ~~reducing~~and ~~availability~~the repayment of ~~our~~the ~~cash~~FILO ~~flow~~Facility, towe ~~fund~~would ~~our~~have ~~operations,~~had ~~capital~~$396.0 million ~~expenditures~~of ~~and~~debt ~~business~~outstanding ~~opportunities;~~(other than finance lease obligations).

~~• because borrowings under the ABL facility are at variable rates of interest, we may be exposed to the risk of increased interest rates;~~36

•Table itof may limit our flexibility in planning for, or our ability to adjust to, changes in our business or the industry in which we operate and place us at a competitive disadvantage compared to less-leveraged competitors; andContents

•As of weJuly 8, ~~may~~2020, beon ~~vulnerable~~an as adjusted basis after giving effect to athe ~~downturn~~Refinancing Transactions, the repayment in ~~general~~full ~~economic~~of ~~conditions~~the orFILO Facility and the reduction in ~~our~~commitments ~~business,~~under orthe ABL Credit Agreement, we ~~may~~would behave ~~unable~~been able to ~~carry~~borrow ~~out~~an ~~capital~~additional ~~spending~~$308.7 million ~~that~~under isthe ~~important~~Revolving toCredit ~~our~~Facility. ~~growth~~As of July 8, 2020, we had $65.8 million of finance lease obligations.

Our ~~ability~~outstanding toindebtedness ~~make scheduled payments or to refinance our debt obligations depends on our financial~~ and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional ~~capital or restructure or refinance our~~ indebtedness. ~~We cannot assure you that~~ we ~~would~~incur ~~be able~~may tohave ~~take~~important ~~any~~consequences offor ~~these actions, that these actions would be successful and permit~~ us ~~to meet our scheduled debt service obligations or that these actions would be permitted under the terms of our existing or future debt agreements~~, including, ~~the ABL~~without ~~facility or the indentures governing our 9.25% senior secured notes due 2019 and our PIK toggle notes. If~~ limitation, that:

•: we may be required to dedicate a significant portion of our cash flows from operations to the payment of principal and interest on our indebtedness, thereby limiting the availability of our cash flow for other purposes, such as capital expenditures;
•: our indebtedness and leverage may increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressures;
•: our ability to obtain additional financing on favorable terms, or at all, for working capital, capital expenditures, acquisitions and for general corporate and other purposes may be limited;
•: our indebtedness may expose us to the risk of increased interest rates because certain of our borrowings, including our borrowings under the Revolving Credit Facility, are at variable rates of interest;
•: our indebtedness may prevent us from taking advantage of business opportunities as they arise or successfully carrying out our plans to expand our business; and
•: limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, and place us at a competitive disadvantage compared to less-leveraged competitors; and
•: limit our ability to borrow additional funds.

20 In addition, we cannot assure you that we will be able to refinance any of our debt or that we will be able to refinance our debt on commercially reasonable terms. If we were unable to make payments or refinance our debt or obtain new financing under these circumstances, we would have to consider other options, such as sales of assets, sales of equity or negotiations with our lenders to restructure the applicable debt. Further, pursuant to the agreements governing our debt, we are subject to certain covenants which may restrict our financial flexibility. Our ability to service our debt obligations and achieve compliance with affirmative and negative debt covenants will largely depend on our future operating performance, which cannot be assured.

~~Table~~ Despite ofour ~~Contents~~substantial indebtedness, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

we We ~~face~~may incur substantial ~~liquidity~~additional ~~problems,~~indebtedness wein ~~might~~the befuture. ~~required~~Although tothe ~~dispose~~agreement governing our Revolving Credit Facility and the indenture governing the Notes contain restrictions on the incurrence of ~~material~~additional ~~assets~~indebtedness, orthese ~~operations~~restrictions are subject to ~~meet~~a ~~our~~number ~~debt~~of ~~service~~qualifications and ~~other~~exceptions, ~~obligations.~~and ~~The~~the ~~credit~~indebtedness ~~agreement~~we can ~~governing~~incur ~~the~~in ~~ABL~~compliance with these restrictions ~~facility~~could ~~and~~be ~~the~~substantial. ~~indentures~~In ~~governing~~addition, ~~our~~as ~~senior~~of ~~secured~~July 8, ~~notes~~2020, ~~and~~on ~~our~~an ~~PIK~~as ~~toggle~~adjusted ~~notes~~basis ~~restrict~~after ~~our~~giving ~~ability~~effect to ~~dispose~~the ofRefinancing ~~assets~~Transactions and ~~use~~ the ~~proceeds~~reduction ~~from~~in commitments under the ~~disposition.~~ABL WeCredit Agreement, ~~may~~we ~~not~~would behave been able to ~~consummate~~borrow ~~those~~an ~~dispositions~~additional ~~and~~$308.7 million ~~these~~under ~~proceeds~~the ~~may not~~Revolving beCredit ~~adequate~~Facility. orIf ~~available~~we toincur ~~meet~~additional ~~any~~ debt, ~~service~~the ~~obligations~~risks ~~then~~associated ~~due~~with our substantial leverage would increase.

~~Restrictive~~ In addition ~~covenants~~to inthe Notes and borrowings under the ~~agreements~~ABL ~~governing~~Credit ~~our~~Agreement, ~~indebtedness~~the ~~may~~covenants ~~adversely~~under ~~affect~~any ~~our~~future ~~operations~~debt instruments could allow us to incur a significant amount of additional indebtedness. In addition to any amounts that might be available to us for borrowing under the ABL

~~The agreements governing our indebtedness contain various covenants that limit our ability to, among other things:~~ 37

•Table ~~incur,~~of ~~assume or guarantee additional indebtedness;~~Contents

•Credit Agreement, ~~make~~subject ~~dividend~~to ~~payments~~certain conditions, we have the right to request an increase of aggregate commitments under the ABL Credit Agreement by an aggregate amount of up to $300.0 million by obtaining additional commitments from either one or more of the lenders under the ABL Credit Agreement or other ~~restricted~~lending ~~payments;~~institutions. See "Description of Material Indebtedness—ABL Credit Agreement." The more leveraged we become, the more we, and in turn holders of our common stock, will be exposed to certain risks described above under "—Our substantial level of indebtedness could adversely affect our business, financial condition, and results of operations."

• The ~~make~~ABL ~~investments;~~Credit Agreement and the indenture governing the Notes impose significant operating and financial restrictions that may limit our current and future operating flexibility, particularly our ability to respond to changes in the economy or our industry or to take certain actions, which could harm our long term interests and may restrict our ability to pursue our business strategies.

• The ~~create~~ABL ~~liens;~~Credit Agreement and the indenture governing the Notes impose significant operating and financial restrictions on us. These restrictions limit our ability, among other things, to:

•: incur, assume or permit to exist additional indebtedness (including guarantees thereof);
•: pay dividends or certain other distributions on our capital stock or repurchase our capital stock or prepay subordinated indebtedness;
•: prepay, redeem or repurchase certain debt;
•: incur liens on assets;
•: make certain loans, investments or other restricted payments;
•: allow to exist certain restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us;
•: engage in transactions with affiliates; and
•: sell certain assets or merge or consolidate with or into other companies.

• As a ~~transfer~~result orof ~~sell~~these ~~assets~~restrictions, ~~including~~we ~~stock~~may ~~of our subsidiaries;~~be:

•: limited in how we conduct our business;
•: unable to raise additional debt or equity financing to operate during general economic or business downturns; or
•: unable to compete effectively or to take advantage of new business opportunities.

• The ABL ~~enter~~Credit ~~into~~Agreement also requires us to maintain specified financial ratios and satisfy other financial condition tests under certain ~~types~~conditions based on the amount available for borrowing under the Revolving Credit Facility. The ability to meet those financial ratios and tests can be affected by events beyond our control, and we cannot assure you that we will meet them. A breach of ~~transactions~~the ~~with~~covenants ~~affiliates;~~under the indenture governing the Notes or the ABL Credit Agreement could result in an event of default under the applicable indebtedness. Such an event of default, if not cured or waived, may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt that is subject to an applicable cross-acceleration or cross-default provision. In addition, an event of default under the ABL Credit Agreement would permit the lenders under the ABL Credit Agreement to terminate all commitments to extend further credit under the ABL Credit Agreement. Furthermore, if we were unable to repay the amounts due and payable under the ABL Credit Agreement, those lenders could proceed against the collateral securing such indebtedness. Our assets may not be sufficient to repay in full that debt or any other debt that may become due as a result of that acceleration. These restrictions and any inability to meet the financial ratios and tests could have a material adverse effect on our business, financial condition and results of operations.

~~• enter into mergers, consolidations or sales of all or substantially all of our assets.~~38

~~The~~Table ABL facility also requires us to maintain specified financial ratios and satisfy other financial condition tests under certain conditions based on the amount available for borrowing under the ABL facility. The ability to meet those financial ratios and tests can be affected by events beyond our control, and we cannot assure you that we will meet them. These restrictions and any inability to meet the financial ratios and tests could have a material adverse effect on our business, financial condition and results of ~~operations.~~ Contents

~~Variable~~ In ~~rate~~the ~~indebtedness~~future, ~~subjects~~we usmay be dependent upon our lenders for financing to ~~interest~~execute ~~rate~~our business strategy and to ~~risk~~meet our liquidity needs. If our lenders are unable to fund borrowings under their credit commitments or we are unable to borrow, ~~which~~it could ~~cause~~have a material adverse effect on our ~~debt~~business, ~~service~~financial condition, ~~obligations~~and toresults ~~increase~~of ~~significantly~~operations.

~~Our~~ During ~~borrowings~~periods ~~under~~of ~~the~~volatile ~~ABL~~credit ~~facility~~markets, ~~bear~~there ~~interest~~is atrisk ~~variable~~that ~~rates~~lenders, even those with strong balance sheets and ~~expose~~sound uslending practices, could fail or refuse to ~~interest~~honor ~~rate~~their ~~risk.~~legal Ifcommitments ~~interest~~and ~~rates~~obligations ~~increase,~~under ~~our~~existing ~~debt~~credit ~~service~~commitments, ~~obligations~~including onbut ~~the~~not ~~variable~~limited ~~rate~~to, ~~indebtedness~~extending ~~would increase~~credit ~~even~~up ~~though~~to the maximum amount ~~borrowed~~permitted ~~remains~~by the ~~same,~~Revolving Credit ~~and~~Facility. If our ~~net~~lenders ~~income~~are ~~would~~unable to ~~decrease.~~fund Aborrowings ~~hypothetical~~under ~~0.50%~~their ~~increase~~revolving incredit ~~LIBOR~~commitments ~~rates~~or ~~applicable~~we are unable to ~~borrowings~~borrow, ~~under~~it ~~the~~could ~~ABL~~be ~~facility~~difficult ~~would~~to ~~result~~obtain insufficient anfunding ~~estimated~~to ~~increase~~execute ofour ~~$3.5~~business ~~million~~strategy ~~per~~or ~~year~~to meet our liquidity ofneeds, ~~interest~~which ~~expense~~could ~~related~~have toa ~~such~~material ~~debt,~~adverse ~~assuming~~effect ~~the~~on ~~ABL~~our ~~facility~~business, isfinancial ~~fully~~condition, ~~borrowed~~and results of operations.

~~Risks~~ Our ~~Related~~debt tomay ~~this~~be ~~Offering~~downgraded, ~~and~~which ~~Ownership~~could ofhave a material adverse effect on our ~~Common~~business, ~~Stock~~financial condition, and results of operations.

~~There~~ A isreduction noin ~~existing~~the ~~market~~ratings ~~for~~that rating agencies assign to our ~~common~~short- ~~stock~~and long-term debt may negatively impact our access to the debt capital markets and weincrease doour ~~not~~cost ~~know~~of ifborrowing, ~~one~~which ~~will~~could ~~develop~~have toa ~~provide~~material ~~you~~adverse ~~with~~effect ~~adequate~~on ~~liquidity~~our business, financial condition, and results of operations.

~~Prior to this offering, there has not~~ been a public market for our common stock. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market, and if developed, the extent to which it will be sustained, or how liquid any trading market might become. The initial public offering price for our common stock was determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. If you purchase shares of our common stock, you may not be able to sell those shares at or above the initial offering price. The lack of an active market may also reduce the fair market value of your shares. An inactive market may impair our ability to ~~raise~~ Volatility ~~capital~~and byweakness ~~selling shares of capital stock~~ in ~~the~~bank ~~future~~ and ~~may~~capital ~~impair~~markets ~~our ability to acquire other companies by using our shares as consideration. If an active trading market does not develop, you~~ may ~~have~~adversely ~~difficulty~~affect ~~selling~~credit ~~any~~availability ~~shares~~and ofrelated ~~our~~financing ~~common~~costs ~~stock~~for ~~that you buy at the time you wish to sell them or at a price that you consider reasonable~~us.

21 Banking and capital markets can experience periods of volatility and disruption. If the disruption in these markets is prolonged, our ability to refinance, and the related cost of refinancing, some or all of our debt could be adversely affected. Although we currently can access the bank and capital markets, there is no assurance that such markets will continue to be a reliable source of financing for us. These factors, including the tightening of credit markets, could adversely affect our ability to obtain cost-effective financing. Increased volatility and disruptions in the financial markets also could make it more difficult and more expensive for us to refinance outstanding indebtedness and to obtain financing. In addition, the adoption of new statutes and regulations, the implementation of recently enacted laws, or new interpretations or the enforcement of older laws and regulations applicable to the financial markets or the financial services industry could result in a reduction in the amount of available credit or an increase in the cost of credit. Disruptions in the financial markets can also adversely affect our lenders, insurers, customers, and other counterparties. Any of these results could have a material adverse effect on our business, financial condition, and results of operations.

~~Table~~ Risks Related to Our Initial Public Offering and Ownership of ~~Contents~~Our Common Stock

~~Our~~ There ~~stock~~is ~~price~~no ~~may~~existing ~~be volatile, the~~ market ~~price~~for of our common stock ~~may decline~~ and ~~you~~ ~~could~~an ~~lose~~active, ~~all~~liquid ortrading amarket ~~significant~~for ~~part~~our ofcommon ~~your~~stock may ~~investment.~~not develop.

~~Even~~ Prior ifto anthis ~~active~~offering, ~~trading~~there has been no public market for our common stock. ~~develops~~Although we will apply to list our common stock on the NYSE under the symbol "SEGR," we cannot predict the extent to which investor interest in our Company will lead to the development of an active trading market or how liquid that market may become. If an active trading market does not develop, you may have difficulty selling any of our shares that you purchase. The initial public offering price of our common stock ~~could~~will be ~~subject~~determined toby ~~wide~~negotiation ~~fluctuations~~between inus and ~~response~~the tounderwriters, ~~many~~and ~~factors,~~may ~~some~~not be indicative of ~~which~~prices ~~are~~that ~~beyond~~will prevail after the completion of this offering. The market price of our common stock may decline below the initial public offering ~~control~~price, ~~including:~~and you may not be able to resell your shares at, or above, the initial public offering price.

~~• our quarterly or annual earnings or those of other companies in our industry;~~39

•Table ~~the failure~~ of ~~securities analysts to cover our common stock after this offering or changes in financial estimates by analysts who follow our company and our industry;~~Contents

• The ~~announcements~~price byof ~~us or~~ our ~~competitors~~common ofstock ~~new~~may ~~openings,~~be ~~entry~~volatile ~~into~~and ~~key~~you ~~markets,~~could ~~strategic~~lose ~~investments~~all or ~~acquisitions;~~part of your investment.

• Securities ~~actual~~markets orworldwide ~~anticipated~~have ~~variations~~experienced in ~~our~~the past, and are likely to experience in the future, significant price and volume fluctuations. This market volatility, as well as general economic, market, or political conditions could reduce the market price of our ~~competitors’~~common ~~operating~~stock regardless of our results of operations. The trading price of our common stock is likely to be highly volatile and could be subject to wide price fluctuations in response to various factors, including, among other things, the risk factors described herein and other factors beyond our ~~and~~control. Factors affecting the trading price of our ~~competitors’~~common ~~growth~~stock ~~rates;~~could include:

•: market conditions in the broader stock market;
•: actual or anticipated variations in our quarterly results of operations;
•: developments in our industry in general;
•: variations in operating results of similar companies;
•: introduction of new services or products by us, our competitors or our customers;
•: issuance of new, negative or changed securities analysts' reports or recommendations or estimates;
•: investor perceptions of us and the industries in which we or our customers operate;
•: sales, or anticipated sales, of our stock, including sales by our officers, directors and significant stockholders;
•: additions or departures of key personnel;
•: regulatory or political developments;
•: the public's response to press releases or other public announcements by us or third parties, including our filings with the SEC;
•: announcements, media reports or other public forum comments related to litigation, claims or reputational charges against us;
•: guidance, if any, that we provide to the public, any changes in this guidance, or our failure to meet this guidance;
•: the development and sustainability of an active trading market for our common stock;
•: investor perceptions of the investment opportunity associated with our common stock relative to other investment alternatives;
•: other events or factors, including those resulting from system failures and disruptions, earthquakes, hurricanes, war, acts of terrorism, global outbreaks or pandemic, other natural disasters or responses to these events;
•: changes in accounting principles;
•: share-based compensation expense under applicable accounting standards;
•: litigation and governmental investigations; and
•: changing economic conditions.

• These and ~~failure~~other byfactors usmay orcause the market price and demand for shares of our ~~competitors~~common stock to ~~meet~~fluctuate ~~analysts’~~substantially, ~~projections~~which may limit or ~~guidance~~prevent ~~that~~investors wefrom orreadily ~~our~~selling ~~competitors~~their shares of common stock and may ~~give~~otherwise negatively affect the liquidity of our common stock. In addition, in the past, when the market; price of a stock has been volatile, holders of that stock sometimes have

~~• general or regional economic conditions or events;~~40

•Table ~~fluctuations~~of ~~in operating results;~~Contents

•instituted securities ~~additions~~class toaction litigation against the company that issued the stock. Securities litigation against us, regardless of the merits or ~~departures~~outcome, could result in substantial costs and divert the time and attention of our ~~senior~~ management ~~personnel;~~from our business, which could have a material adverse effect on our business, financial condition, and results of operations.

• Future ~~terrorist~~sales ~~acts;~~of our common stock, or the perception in the public markets that these sales may occur, could cause the market price for our common stock to decline.

• Upon ~~changes~~consummation of this offering, there will be shares of our common stock outstanding. All shares of common stock sold in this ~~laws~~offering will be freely transferable without restriction or ~~regulations~~further registration under the Securities Act. At the time of this offering, we also will have registered shares of common stock reserved for issuance under our equity incentive plans of which restricted stock units representing shares of common stock are outstanding and restricted stock units representing shares of common stock will be issued in connection with this offering, which shares may be issued upon issuance and once vested, subject to any applicable lock-up restrictions then in effect. We cannot predict the effect, if any, that market sales of shares of our common stock or ~~new~~the ~~interpretations~~availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Sales of substantial amounts of shares of our common stock in the public market, or ~~applications~~the perception that those sales will occur, could cause the market price of ~~laws~~our common stock to decline. Of the remaining shares of common stock outstanding, will be restricted securities within the meaning of Rule 144 under the Securities Act and ~~regulations~~subject to certain restrictions on resale following the consummation of this offering and the concurrent private placement. Restricted securities may be sold in the public market only if they are registered under the Securities Act, ~~that~~or are ~~applicable~~sold pursuant to ~~our~~an ~~business;~~exemption from registration such as Rule 144 or Rule 701, as described in "Shares Eligible for Future Sale."

• We, each ~~changes~~of inour ~~accounting~~officers ~~standards~~and directors, ~~policies~~and substantially all our existing stockholders have agreed that (subject to certain exceptions), ~~guidance~~for a period of 180 days from the date of this prospectus, ~~interpretations~~we and they will not, without the prior written consent of BofA Securities, Inc. and Goldman Sachs & Co. LLC, dispose of or ~~principles;~~hedge any shares or any securities convertible into or exchangeable for our common stock. BofA Securities, Inc. and Goldman Sachs & Co. LLC, in their sole discretion, may release any of the securities subject to these lock-up agreements at any time, which, in the case of officers and directors, shall be with notice. See "Underwriting." Following the expiration of the applicable lock-up period, all of the issued and outstanding shares of our common stock will be eligible for future sale, subject to the applicable volume, manner of sale, holding period, and other limitations of Rule 144. See "Shares Eligible for Future Sale" for a discussion of the shares of common stock that may be sold into the public market in the future.

• If ~~short~~securities ~~sales~~or industry analysts publish unfavorable research about our business, ~~hedging~~or ~~and~~if ~~other~~our ~~derivative~~competitors' stock ~~transactions~~performance indecline, the ~~shares~~price of our common stock; and our trading volume could decline.

• The ~~future~~trading ~~sales~~market for our common stock will depend in part on the research and reports that securities or ~~issuances~~industry analysts publish about us or our business. Securities and industry analysts do not currently publish research on our Company. Once securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our common stock or publish unfavorable research about our business, ~~including~~the ~~sales~~price of our common stock likely would decline. Additionally, if one of our competitor's stock performance declines, the price of our common stock and our trading volume could decline as well. If one or ~~issuances~~more byof these analysts cease coverage of our Company or fail to publish reports on us regularly, or if one of our competitor's ~~directors~~stock orperformance ~~executive~~declines, ~~officers~~demand ~~and~~for our ~~significant~~common ~~stockholders;~~stock could decrease, which might cause the price of our common stock and trading volume to decline.

~~• our dividend policy; and~~41

•Table ~~investor perceptions~~ of ~~us, our competitors and our industry.~~Contents

~~Furthermore, the stock markets have experienced price and~~ volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. These broad ~~market~~ Claims ~~and~~for ~~industry~~indemnification ~~fluctuations,~~by asour ~~well~~directors ~~as general economic, political~~ and ~~market~~officers ~~conditions such as recessions, governmental monetary policy or interest rate changes,~~ may ~~cause~~reduce ~~the market price of~~ our ~~common~~available ~~stock~~funds to ~~decline.~~satisfy ~~If the market price~~successful ofthird-party ~~our~~claims ~~common~~against ~~stock after this offering does not exceed the initial public offering price, you may not realize any return on your investment in~~ us and may ~~lose~~reduce ~~some~~the oramount ~~all~~ of ~~your~~money ~~investment.~~available to us.

In Our ~~addition,~~amended and restated certificate of incorporation and amended and restated bylaws that will be in effect prior to the ~~past,~~completion ~~companies~~of this offering provide that ~~have~~we ~~experienced~~will ~~volatility~~indemnify our directors and officers, in each case, to the ~~market~~fullest ~~price~~extent ofpermitted ~~their~~by ~~stock~~Delaware ~~have been~~law. ~~subject~~Pursuant to ~~securities~~our ~~class~~charter, ~~action~~our ~~litigation.~~directors Wewill ~~may~~not be liable to the Company ~~target~~or any stockholders for monetary damages for any breach of ~~this~~fiduciary ~~type~~duty, except (i) acts that breach his or her duty of ~~litigation~~loyalty into the ~~future~~Company or its stockholders, (ii) acts or omissions without good faith or involving intentional misconduct or knowing violation of the law, (iii) pursuant to Section 174 of the Delaware General Corporation Law (the "DGCL") or (iv) for any transaction from which the director derived an improper personal benefit. ~~Securities~~The ~~litigation~~bylaws ~~against~~also require us, ~~could~~if ~~result~~so requested, to advance expenses that such director or officer incurred in ~~substantial~~defending ~~costs~~or investigating a threatened or pending action, suit or proceeding, provided that such person will return any such advance if it is ultimately determined that such person is not entitled to indemnification by us. Any claims for indemnification by our directors and ~~divert~~officers may reduce our ~~management’s~~available ~~attention~~funds ~~from~~to ~~other~~satisfy ~~business~~successful third-party claims against ~~concerns,~~us ~~which~~and ~~could~~may ~~seriously~~reduce ~~harm~~the ~~our~~amount ~~business~~of money available to us.

If Because ~~securities~~we ~~or industry analysts~~ do not ~~publish~~intend ~~research~~to orpay ~~reports~~cash ~~about~~dividends ~~our~~in ~~business~~the foreseeable future, ~~publish~~you ~~inaccurate~~may ornot ~~unfavorable~~receive ~~research~~any return on ~~about~~investment ~~our~~unless ~~business~~you orare ~~change~~able ~~their~~to ~~recommendations~~sell ~~regarding~~your ~~our~~common stock ~~adversely,~~for ~~our~~a ~~stock~~ price ~~and~~greater ~~trading~~than ~~volume~~your ~~could~~purchase ~~decline~~price.

~~The~~ We ~~trading~~currently ~~market~~intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or to pay any dividends in the foreseeable future. Consequently, stockholders must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. We do not intend in the foreseeable future to pay any dividends to holders of our common stock. We currently intend to retain our future earnings, if any, for the foreseeable future to repay indebtedness and to support our general corporate purposes. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future, and the success of an investment in shares of our common stock will bedepend ~~influenced~~upon any future appreciation in ~~part~~their byvalue. There is no guarantee that shares of our common stock will appreciate in value or even maintain the ~~research~~price at which investors have purchased their shares. However, the payment of future dividends will be at the discretion of our board of directors, subject to applicable law, and will depend on, among other ~~reports~~things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions that ~~industry~~apply orto ~~securities~~the ~~analysts may~~payment ~~publish~~of ~~about~~dividends, usand orother considerations that our ~~business~~board of directors deems relevant. WeSee do"Dividend ~~not~~Policy." ~~currently~~As ~~have,~~a consequence of these limitations and restrictions, we may ~~never~~not be able to make the payment of dividends on our common stock.

22 Our failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act") could have a material adverse effect on our business, financial condition, and results of operations.

~~Table~~ We are required, pursuant to Section 404 of ~~Contents~~the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the first fiscal year beginning after the effective date of our IPO and in each year thereafter. Our auditors will also need to attest to the effectiveness of our internal control over financial reporting. If we are unable to maintain adequate internal control over financial reporting, we may be unable to report our financial information accurately on a timely basis, may suffer adverse regulatory consequences or violations of applicable stock exchange listing rules, may breach the covenants under our credit facilities and incur additional costs. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements, which could have a material adverse effect on our business, financial condition and results of operations.

obtain, research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price of our stock would likely be negatively impacted. Even if we do obtain analyst coverage, if one or more of the analysts who cover us downgrade our stock, or if analysts issue other unfavorable commentary or inaccurate research, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. 42

~~Lone~~Table ~~Star owns a substantial portion~~ of ~~our common stock, it may have conflicts of interest with other stockholders in the future and its significant ownership may limit your ability to influence corporate matters.~~ Contents

~~Immediately~~ We ~~after this offering, Lone Star~~ will ~~beneficially~~incur ~~own~~increased ~~approximately %~~costs ~~(or %~~as ~~if the underwriters’ over-allotment option is exercised in full) of our outstanding common stock. See “Principal Stockholders” for more information on our beneficial ownership. As~~ a result of ~~this~~being ~~concentration~~a ofpublicly ~~stock~~traded ownership, Lone Star acting on its own has sufficient voting power to effectively control all matters submitted to our stockholders for approval, including director elections and proposed amendments to our bylawscompany. ~~We currently expect that, following this offering, four of the nine members of our board of directors will be employees or affiliates of Lone Star.~~

In As ~~addition,~~a ~~this~~company ~~concentration~~with ofpublicly ~~ownership~~traded ~~may~~securities, ~~delay~~we orwill ~~prevent~~incur asignificant ~~merger~~legal, ~~consolidation~~accounting orand other ~~business~~expenses ~~combination~~not orpresently ~~change~~incurred inas ~~control~~a private ~~of our~~ company. ~~and~~In ~~make~~addition, ~~some~~the ~~transactions~~Sarbanes-Oxley ~~that~~Act, ~~might~~the ~~otherwise give~~Dodd-Frank ~~you~~Wall ~~the~~Street ~~opportunity~~Reform toand ~~realize~~Consumer aProtection ~~premium~~Act ~~over~~and the ~~then-prevailing~~rules ~~market~~and ~~price~~regulations ofpromulgated ~~our~~by ~~common~~the ~~stock~~SEC ~~more~~and ~~difficult~~NYSE, orwill ~~impossible~~require ~~without~~us ~~the~~to adopt ~~support~~corporate ofgovernance ~~Lone~~practices ~~Star.~~applicable ~~The~~to ~~interests~~U.S. ofpublic ~~Lone~~companies. ~~Star~~These ~~may~~rules ~~not~~and ~~always~~regulations ~~coincide~~will ~~with~~increase our ~~interests~~legal asand financial compliance costs and may place a ~~company~~strain on our systems and orresources. ~~the~~The ~~interests~~Exchange ofAct ~~other~~requires ~~stockholders.~~that ~~Accordingly~~we file annual, ~~Lone~~quarterly ~~Star~~and ~~could~~current ~~cause~~reports uswith respect to ~~enter~~our ~~into~~business ~~transactions~~and orfinancial ~~agreements~~condition. ofThe ~~which~~Sarbanes-Oxley ~~you~~Act ~~would~~requires ~~not~~that ~~approve~~we ormaintain ~~make~~effective disclosure ~~decisions~~controls ~~with~~and ~~which~~procedures ~~you~~and ~~would~~internal ~~disagree.~~controls ~~This~~over ~~concentration~~financial ofreporting. ~~ownership~~To ~~may~~maintain ~~also~~and ~~adversely affect~~improve ~~our~~the ~~share~~effectiveness ~~price.~~of ~~After~~our ~~the~~disclosure ~~lock-up~~controls ~~period~~and ~~expires~~procedures, ~~Lone~~we ~~Star~~ will beneed ~~able~~ to ~~transfer~~commit significant ~~control~~resources, ofhire usadditional tostaff aand ~~third-party~~provide byadditional ~~transferring~~management ~~their~~oversight. ~~common~~We ~~stock,~~will ~~which~~be ~~would~~implementing ~~not~~additional ~~require~~procedures and processes for the ~~approval~~purpose of ~~our~~addressing ~~board~~the ofstandards ~~directors~~and requirements orapplicable ~~other~~to ~~stockholders~~public companies.

~~Additionally, Lone Star is in the business of~~ ~~making~~ Anti-takeover ~~investments~~protections in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. Lone Star may also pursue acquisition opportunities that may be complementary to our ~~business,~~amended and asrestated a result, those acquisition opportunities may not be available to us. In recognition that principals, members, directors, managers, partners, stockholders, officers, employees and other representatives of Lone Star and its affiliates and investment funds may serve as our directors or officers, our certificate of incorporation ~~to be adopted in connection with this offering will provide~~, ~~among~~our ~~other~~amended ~~things,~~and ~~that none of Lone Star or any principal, member, director, manager, partner, stockholder,~~restated ~~officer,~~bylaws ~~employee~~ or ~~other~~our ~~representative~~contractual ofobligations ~~Lone~~may ~~Star~~discourage ~~has any duty to refrain from engaging directly~~ or ~~indirectly~~prevent ~~in the same or similar business activities or lines of business that we do. In the event that any of these persons or entities acquires knowledge of~~ a ~~potential~~takeover transaction or matter which may be a corporate opportunity for itself and us, we will not have any expectancy in such corporate opportunity, and these persons and entities will not have any duty to communicate or offer such corporate opportunity to us and may pursue or acquire such corporate opportunity for itself or direct such opportunity to another person. These potential conflicts of ~~interest could have a material adverse effect on~~ our ~~business~~Company, ~~financial~~ ~~condition,~~even ~~results of operations or prospects~~ if, ~~among~~an ~~other~~acquisition ~~things,~~would ~~attractive~~be ~~corporate~~beneficial ~~opportunities are allocated by the sponsors~~ to ~~themselves or their other affiliates. The terms of~~ our ~~certificate of incorporation to be adopted are more fully described in “Description of Capital Stock—Corporate Opportunities and Transactions with Lone Star~~stockholders.”

We Provisions ~~will~~contained bein aour ~~“controlled~~amended ~~company”~~and ~~within~~restated ~~the~~certificate ~~meaning~~ of ~~the rules~~incorporation and amended and restated bylaws, as ~~a result~~amended, ~~will~~as ~~qualify~~well ~~for~~as provisions of the DGCL, ~~and~~could ~~intend~~delay or make it more difficult to ~~rely~~remove onincumbent directors or could impede a merger, ~~exemptions~~takeover or other business combination involving us or the replacement of our management, or discourage a potential investor from making a tender offer for our common stock, which, under certain ~~corporate~~circumstances, ~~governance~~could ~~requirements~~reduce the market value of our common stock, even if it would benefit our stockholders. Among other things, these provisions:

•: do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;
•: delegate the sole power of a majority of the board of directors to fix the number of directors;
•: provide the power to our board of directors to fill any vacancy on our board of directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;
•: generally do not allow stockholders to call special meetings of stockholders and generally prohibit stockholder action to be taken by written consent; and
•: establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings.

~~Upon~~ In addition, ~~completion~~our board of ~~this~~directors ~~offering,~~has ~~Lone~~the ~~Star~~authority ~~will~~to ~~continue~~cause us to ~~control~~ aissue, ~~majority~~without ofany further vote or action by the ~~voting~~stockholders, ~~power~~up to shares of ~~our~~preferred ~~outstanding~~stock, ~~common~~par value ~~stock~~$0.01 Asper ~~a result~~share, wein ~~will~~one beor amore ~~“controlled~~series, ~~company”~~to ~~within~~designate the ~~meaning~~number of shares constituting any series, and to fix the ~~corporate~~ ~~governance~~rights, preferences, privileges and restrictions thereof, including dividend ~~standards~~rights, voting rights, rights and terms of redemption, redemption price, or prices and liquidation preferences of such series. ~~Under~~The issuance of shares of preferred stock or the ~~rules,~~ adoption of a stockholder ~~company~~rights plan may have the effect of ~~which~~delaying, ~~more~~deferring ~~than~~or ~~50%~~preventing a change in control of our Company without further action by the ~~voting~~stockholders, even where stockholders are offered a premium for their shares. See "Description of Capital Stock—Anti-takeover Provisions."

23 43

Table of Contents

~~power~~ Our isamended ~~held~~and byrestated acertificate ~~person~~of orincorporation ~~group~~provides, issubject ato ~~“controlled company” and need not comply with~~ certain ~~requirements~~exceptions, ~~including~~that the ~~requirement~~Court of ~~that~~Chancery ~~a majority~~ of the ~~board~~State of ~~directors~~Delaware ~~consist of~~will ~~independent~~be ~~directors and~~ the ~~requirements~~sole ~~that our compensation~~ and ~~nominating~~exclusive ~~and~~forum ~~corporate~~for ~~governance~~certain ~~committees~~stockholder belitigation ~~comprised~~matters, ~~entirely~~which ofcould ~~independent~~limit ~~directors.~~our ~~Following~~stockholders' ~~this~~ability ~~offering, we intend~~ to ~~utilize~~obtain ~~these exemptions. As~~ a ~~result,~~favorable wejudicial forum ~~may~~for ~~not~~disputes ~~have~~with aus ~~majority~~or ~~of independent directors and~~ our ~~nominating and compensation committees may not consist entirely of independent~~ directors., ~~Accordingly~~officers, ~~you~~employees, ~~will~~or ~~not have the same protections afforded to~~ stockholders ~~of companies that are subject to all of the corporate governance requirements~~.

~~Future~~ Our ~~sales~~amended and restated certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our ~~common~~behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; (iii) any action asserting a claim against us, any director or our officers or employees arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws; or (iv) any action asserting a claim against us, any director or our officers or employees that are governed by the internal affairs doctrine. This exclusive forum provision does not apply to claims arising under the Securities Act, the Exchange Act or other federal securities laws and rules and regulations promulgated thereunder for which there is exclusive federal or concurrent federal and state jurisdiction. The federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any action asserting a claim arising under the Securities Act, the Exchange Act or the rules and regulations promulgated thereunder, and investors cannot waive the Company's compliance with these laws, rules and regulations. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our amended and restated certificate of incorporation described above. This choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees, or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the ~~public~~choice ~~market~~of ~~could~~forum ~~cause~~provision that is contained in our ~~stock~~amended ~~price~~and restated certificate of incorporation to be ~~fall~~inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect on our business, financial condition and results of operations.

~~If our existing stockholder sells substantial amounts of our~~ common stock in the public market following this offering, the market price of our common stock could decrease significantly. The perception in the public market that our existing stockholder might sell substantial amounts of our common stock could ~~also~~ General ~~depress~~Risk ~~the market price of our common stock. Any such sale or perception could also impair our ability to raise capital or pay for acquisitions using our equity securities.~~ Factors

~~Immediately after completion of this offering, we will have~~ ~~shares of common stock outstanding, including shares that will be beneficially owned by Lone Star.~~ Following completion of this offering, Lone Star will beneficially own approximately % of our outstanding shares of common stock (or % if the underwriters exercise their over-allotment option in full) and, unless such shares are registered under the Securities Act of 1933, as amended, or the Securities Act, such shares may only be resold into the public markets in accordance with the requirements of Rule 144, including the volume limitations, manner of sale requirements and notice requirements thereof. See “Shares Eligible for Future Sale.” In addition, the remaining shares of our common stock that will be outstanding immediately after completion of this offering will become eligible for sale in the public markets from time to time, subject to Securities Act restrictions, following the expiration of lock-up agreements. We, Lone Star, and our officers and directors have signed lock-up agreements with the underwriters ~~that~~Failure ~~will, subject~~ to ~~certain~~maintain ~~exceptions, restrict~~ the ~~sale~~services of ~~shares~~key ~~of our common stock held by them for 180 days following the date of this prospectus~~personnel, ~~subject~~as towell ~~extension~~as ~~in the case of an earnings release or material news or a material event relating to us. The underwriters may~~attracting, ~~without~~training ~~notice~~and ~~except~~retaining ~~in certain limited circumstances, release all or any portion of the shares of common stock subject to lock-up agreements. See “Underwriting” for a description of these lock-up~~qualified ~~agreements.~~staff ~~Upon~~could ~~the~~adversely ~~expiration~~affect ~~of the lock-up agreements described above, all of such shares will be eligible for resale in the public market, subject in the case of shares held by~~ our ~~affiliates~~business, tofinancial ~~the~~condition ~~volume, manner of sale~~ and ~~other~~results ~~limitations under Rule 144. We expect that Lone Star will be considered an affiliate~~ of ~~us after this offering based on their expected share ownership following this offering~~operations.

~~After~~ Our ~~completion~~continued ofsuccess ~~this~~depends ~~offering,~~on ~~Lone~~the ~~Star~~skills, ~~will~~experience, ~~have~~efforts ~~the right~~and toperformance ~~demand~~of ~~that~~our wekey ~~file~~personnel. aThe ~~registration~~unexpected ~~statement~~loss ~~with~~of ~~respect to~~ the ~~shares~~services of any of our ~~common~~executive ~~stock~~officers ~~held~~or byother ~~it,~~key ~~and~~employees ~~will~~could ~~have~~adversely ~~the~~affect ~~right~~our tobusiness. ~~include~~In ~~its~~addition, ~~shares~~any insuch ~~any~~departure ~~registration~~could ~~statement~~be ~~that~~viewed wein ~~file~~a ~~with~~negative ~~the~~light ~~Securities~~by investors and ~~Exchange Commission~~analysts, orwhich may cause ~~SEC,~~our ~~subject~~stock price to ~~certain exceptions~~decline. ~~See~~We ~~“Shares~~do ~~Eligible~~not ~~for~~maintain ~~Future~~key ~~Sale.”~~person ~~Any~~insurance ~~registration~~on any of ~~the~~our ~~shares~~key ~~owned~~personnel. byThere ~~Lone~~can ~~Star~~be ~~would~~no ~~enable~~assurance ~~those~~that ~~shares~~our toexecutive besuccession ~~sold~~planning, inretention ~~the~~or ~~public~~hiring ~~market,~~efforts ~~subject~~will tobe successful. ~~certain~~Competition ~~restrictions~~for skilled and experienced management in our ~~registration rights~~industry ~~agreement~~ and the ~~restrictions~~markets ~~under~~we ~~the~~operate ~~lock-up~~in ~~agreements~~is ~~referred~~intense, toand ~~above~~we may not be successful in attracting and retaining qualified personnel.

~~The~~ Furthermore, it ~~market~~is ~~price~~critical ~~for~~that ~~shares~~we ~~of our common stock may drop significantly when the restrictions on resale by our existing stockholder lapse or if those restrictions on resale~~ are ~~waived.~~able ~~A decline in the price of shares of our common stock might impede our ability~~ to ~~raise~~meet ~~capital through the issuance of additional shares of~~ our ~~common~~broader ~~stock~~labor orneeds ~~other~~with ~~equity~~qualified ~~securities~~employees. InMaintaining ~~addition,~~a ~~following~~qualified ~~this~~staff ~~offering,~~is wesubject ~~intend~~ to ~~file~~numerous aexternal ~~registration~~factors, ~~statement~~including ~~on Form S-8 under~~ the ~~Securities~~competition ~~Act~~for ~~registering~~talent, ~~shares~~prevailing ~~under~~wage ~~our~~rates, ~~stock incentive plan. Subject to~~ the ~~terms~~availability of ~~the~~qualified ~~awards~~employees ~~granting~~in the ~~shares~~markets ~~included~~ in ~~this~~which ~~registration~~we ~~statement~~operate, ~~and~~unemployment ~~except~~levels, ~~for~~unionization, ~~shares~~changing ~~held~~demographics, byhealth ~~affiliates who will have certain~~and ~~restrictions~~other oninsurance ~~their~~costs ~~ability~~and tochanges ~~sell, the shares will be available for sale~~ in ~~the~~employment ~~public~~legislation, ~~market~~including ~~immediately~~minimum ~~after~~wage ~~the~~laws. ~~registration~~Any ~~statement~~of isthese ~~filed.~~factors Wecould ~~expect~~require ~~that~~us ~~the~~to ~~initial~~increase ~~registration~~wage ~~statement~~and ~~on Form S~~labor-8related ~~will~~costs ~~cover~~in ~~shares~~order ofto ~~our~~better ~~common stock.~~compete ~~See “Shares Eligible~~ for and ~~Future~~retain ~~Sale~~qualified employees.”

24 Any failure to maintain the services of key personnel, or inability to attract, train and retain qualified staff, may significantly increase our operating costs and have a material adverse effect on our business, financial condition, and results of operations.

~~Table of Contents~~44

IfTable ~~you purchase shares~~ of ~~common stock sold in this offering, you will experience immediate and substantial dilution.~~ Contents

If you purchase shares in this offering, the value of your shares based on our actual book value will immediately be less than the price you paid. This reduction in the value of your equity is known as dilution. This dilution occurs in large part ~~because~~ Our ~~our~~operating ~~earlier~~costs ~~investors~~could ~~paid~~increase ~~substantially~~or ~~less~~fluctuate ~~than~~considerably ~~the initial public offering price when they purchased their shares of our common stock. If you purchase shares in this offering, you will suffer,~~ as ofa ~~July 10,~~result ~~2013, immediate dilution~~ of ~~$ per~~various ~~share~~factors, inmany ~~the net tangible book value after giving effect to the sale~~ of ~~common stock in this offering at an assumed initial public offering price of~~which ~~$ per~~are ~~share,~~not ~~which~~under isour ~~the midpoint of the estimated price range appearing on the cover of this prospectus~~control, ~~less underwriting discounts~~ and ~~commissions~~could ~~and~~have ~~the~~a ~~estimated~~material ~~expenses~~adverse ~~payable~~effect byon ~~us, and the application of the net proceeds as described in “Use of Proceeds.” If outstanding options to purchase~~ our ~~shares of common stock are exercised in the future~~business, ~~you~~financial ~~will~~condition ~~experience~~and ~~additional~~results ~~dilution. In addition, if we raise funds by issuing additional securities, the newly issued shares will further dilute your percentage ownership~~ of ~~our company~~operations.

In We ~~the~~have ~~future,~~exposure weto ~~expect~~operating tocosts ~~issue~~such ~~options~~as wages, ~~restricted~~employee ~~stock~~benefits, commodities, fuel and ~~other~~oil ~~forms~~prices, ofutilities, ~~stock-based~~facility ~~compensation~~maintenance costs, paper ~~which~~and ~~have~~circular ~~the~~printing ~~potential~~and ~~to dilute~~mailing, ~~stockholder~~bank ~~value~~interchange fees, fixed lease obligations and ~~cause~~other ~~the~~operational ~~price~~costs ofthat ~~our~~can ~~common~~increase ~~stock~~considerably due to ~~decline~~inflation, changes to laws and regulations and other factors.

We Commodity prices ~~expect~~worldwide tohave ~~offer~~been ~~stock~~volatile. ~~options,~~Any ~~restricted~~increase ~~stock~~in ~~and~~commodity ~~other~~prices ~~forms~~may ofcause ~~stock-based~~an ~~compensation~~increase toin our ~~directors,~~input ~~officers~~costs ~~and~~or ~~employees~~the inprices ~~the~~our ~~future.~~suppliers Ifseek ~~any~~from ~~options~~us. ~~that~~Although we ~~issue~~ typically are ~~exercised,~~able to pass on modest commodity price increases or ~~any restricted~~mitigate ~~stock~~suppliers ~~that~~efforts weto ~~may~~increase ~~issue~~our ~~vests~~costs, ~~and~~we ~~those~~may ~~shares~~be ~~are~~unable ~~sold~~to ~~into~~continue ~~the~~to ~~public~~do ~~market~~so, ~~the~~either ~~market~~in ~~price~~whole ofor ~~our~~in ~~common~~part, ~~stock~~if ~~may~~commodity ~~decline~~prices increase materially. InSuppliers, ~~addition~~like us, are incurring additional costs to respond to the ~~availability~~COVID-19 ofpandemic ~~shares~~and ofmay ~~common~~continue ~~stock~~to do so for ~~award~~the ~~under~~foreseeable ~~our~~future, ~~equity~~and ~~incentive~~may ~~plan,~~seek orto ~~the~~pass those costs ~~grant~~through ofto ~~stock~~us. ~~options~~If we are forced to increase prices, ~~restricted~~our ~~stock~~customers may reduce their purchases at our stores or ~~other~~trade ~~forms~~down ofto ~~stock-based~~less ~~compensation~~profitable products, both of which may adversely ~~affect~~impact ~~the~~our profitability ~~market~~as ~~price~~a result of reduced revenue or reduced margins. We may not be able to recover rising costs through increased prices passed on to our ~~common~~customers. ~~stock~~Increases in the costs of these or other items could have a material adverse effect on our business, financial condition and results of operations.

~~Our~~ In addition, ~~ability~~our operations are dependent upon the availability of a significant amount of energy and fuel to ~~raise~~store, ~~capital~~transport and sell our products. Volatility in ~~the~~fuel ~~future~~and ~~may~~energy becosts could ~~limited~~have a material adverse effect on our business, financial condition and results of operations.

~~Our business and operations may consume resources faster than we anticipate. In the future, we may need to~~ raise additional funds through the issuance of new equity securities, debt or a combination of both. Additional financing may not be available on favorable terms, or at all. If adequate funds are not available on acceptable terms, we may be unable to Changes ~~fund~~in ~~our~~accounting ~~capital~~standards ~~requirements.~~and Ifsubjective ~~we issue new debt securities~~assumptions, ~~the~~estimates ~~debt holders would have rights senior to common stockholders to make claims on our assets,~~ and ~~the~~judgments ~~terms~~by ofmanagement ~~any~~related ~~debt could restrict our operations, including our ability~~ to ~~pay~~ ~~dividends~~complex onaccounting ~~our~~matters ~~common~~may ~~stock.~~materially Ifimpact wereporting ~~issue additional equity securities, existing stockholders will experience dilution, and the new equity securities could have rights senior to those~~ of our ~~common~~financial ~~stock.~~condition ~~Because our decision to issue securities in any future offering will depend on market conditions~~ and ~~other~~results ~~factors beyond our control, we cannot predict or estimate the amount, timing or nature~~ of ~~our future offerings~~operations. ~~Thus, our stockholders bear the risk of our future securities offerings reducing the market price of our common stock and diluting their interest.~~

We Accounting ~~are~~principles agenerally ~~holding~~accepted ~~company~~in the United States and ~~depend~~related onaccounting ~~the~~pronouncements, ~~cash~~implementation ~~flow~~guidelines, and interpretations we apply to a wide range of matters that are relevant to our ~~subsidiaries~~business, such as accounting for long-lived asset impairment and share-based compensation, are complex and involve subjective assumptions, estimates and judgments by our management. Changes in these rules or their interpretation or changes in underlying assumptions, estimates or judgments by our management could significantly change or add significant volatility to our reported or expected financial performance.

~~We are a holding company with no material assets other than the equity interests of our subsidiaries. Our subsidiaries conduct~~ substantially all of our operations and own substantially all of our assets and intellectual property. Consequently, our cash flow and our ability to meet our obligations and pay any future dividends to our stockholders depends upon the cash flow of ~~our~~ Unanticipated ~~subsidiaries~~changes ~~and~~in the ~~payment~~insurance ofmarket ~~funds by our subsidiaries directly~~ or ~~indirectly~~factors toaffecting usself-insurance inreserve ~~the~~estimates ~~form of dividends, distributions and other payments. Any inability on the part of our subsidiaries to make payments to us~~ could have a material adverse effect on our business, financial condition and results of operations.

25 We use a combination of insurance and self-insurance coverage to provide for potential liabilities for workers' compensation, general liability, property losses, auto liability, directors and officers liability, pharmacy liability and employee health care benefits. However, there are types of losses we may incur but against which we cannot be insured or which we believe are not economically reasonable to insure, such as losses due to acts of war, employee and certain other crime, certain wage and hour and other employment-related claims, including class actions, actions based on certain customer protection laws, certain cyber events and some natural and other disasters or similar events. If we incur these losses and they are material, our business could suffer. Liabilities associated with the risks that are retained by us are determined, based in part, by considering historical claims experience, severity factors, inflation, and other actuarial assumptions. Our determination of the risk we retain is subject to a high degree of variability related to, among other things, future interest and inflation rates, future economic conditions, litigation trends and benefit-level changes. Any deviation of actual claims and other expenses related to these and other risks in excess of our assumptions, estimates, and historical trends, may have a material adverse effect on our business, financial condition and results of operations.

~~Table of Contents~~45

~~Provisions~~Table of ~~our~~Contents ~~charter documents, Delaware law and other documents could discourage, delay or prevent a merger or acquisition at a premium price.~~

~~Provisions~~ ~~in our certificate of incorporation and bylaws that we intend to adopt prior to the consummation of this offering may have the effect of delaying or preventing a change of control or changes in~~ ~~our~~ CAUTIONARY ~~management.~~NOTE ~~For~~REGARDING ~~example,~~FORWARD-LOOKING ~~our certificate of incorporation and bylaws will include provisions that:~~ STATEMENTS

• This ~~permit~~prospectus uscontains toforward-looking ~~issue~~statements, including, without ~~stockholder approval~~limitation, ~~preferred~~statements ~~stock~~concerning inthe ~~one~~conditions orof ~~more~~our ~~series~~industry and our operations, ~~with~~performance ~~respect~~and tofinancial ~~each~~condition, ~~series~~including in particular, ~~fix~~statements ~~the~~relating ~~number~~to ofour ~~shares~~business, ~~constituting~~growth ~~the~~strategies, ~~series~~product development efforts, and ~~the~~future ~~designation~~expenses. ofForward-looking statements ~~the~~can ~~series~~be identified by words such as "anticipates," ~~the~~"intends," ~~voting~~"plans," ~~powers~~"seeks," if"believes," ~~any~~"estimates," of"expects," ~~the~~and ~~shares~~similar ofreferences ~~the~~to ~~series~~future ~~and~~periods, or by the ~~preferences~~inclusion ~~and~~of ~~other~~forecasts or ~~special~~projections. ~~rights~~Examples of forward-looking statements include, ifbut ~~any~~are not limited to, statements we make regarding the outlook for our future business and ~~any~~financial ~~qualifications~~performance, ~~limitations~~such oras ~~restrictions,~~those contained in "Management's Discussion and Analysis of ~~the~~Financial ~~shares~~Condition and Results of ~~the~~Operations." ~~series;~~

• Forward-looking statements ~~prevent~~are ~~stockholders~~based on our current expectations and assumptions regarding our business, the economy, and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from ~~calling~~those contemplated ~~special~~by ~~meetings;~~the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the following:

•: adverse economic conditions;
•: the impact of the COVID-19 pandemic on our business;
•: failure to successfully execute our strategic initiatives;
•: the competitive nature of the industry in which we conduct our business;
•: our inability to timely identify or respond to customer trends;
•: significant changes to our relationship with C&S;
•: disruptions to our product supply or to C&S's distribution network;
•: our inability to maintain the services of key personnel and failure to attract, train and retain qualified staff;
•: risks associated with providing pharmacy services at our stores;
•: our inability to open, relocate or remodel stores on schedule;
•: increase in marketing, advertising and promotional costs and inability to implement effective marketing, advertising and promotional strategies;
•: failure to maintain our reputation and the value of our brands, including protection of our intellectual property;
•: risks associated with leasing substantial amounts of space, including liability under our operating leases assigned to third parties;
•: impairment expenses on the value of our long-lived assets;
•: risks related to the adoption of fresh start accounting;
•: failure to maintain the privacy and security of confidential customer and business information;
•: disruptions of or compromises to our information technology system;
•: a loss in customer confidence in the safety and quality of our products;
•: our inability to retain the loyalty of our customers;

~~• restrict the ability of stockholders to act by written consent after such time as Lone Star owns less than a majority of our common stock;~~46

•Table ~~limit the ability~~ of ~~stockholders to amend our certificate of incorporation and bylaws;~~Contents

•: results of any ongoing litigation or legal proceedings in which we are involved or in which we may become involved;
•: changes in laws, rules and regulations affecting our industry;
•: the geographic concentration of our locations, which makes us vulnerable to severe storm damage, natural disasters and other local adverse weather conditions;
•: threats or potential threats to security of food and drug safety, the occurrence of a widespread health epidemic and/or pandemic or other incidents beyond our control;
•: attempts to unionize our employees;
•: the seasonality of our business;
•: inability to utilize a significant portion of our NOLs or other tax attributes;
•: increases or fluctuations in our operating costs;
•: changes in accounting standards, subjective assumptions, estimates and judgements by management related to complex accounting matters; and
•: unanticipated changes in the insurance market or factors affecting self-insurance reserve estimates.

• See "Risk ~~require~~Factors" ~~advance~~for ~~notice~~a ~~for~~further ~~nominations~~description ~~for~~of ~~election~~these and other factors. Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could cause actual results and developments to differ materially from those made in or suggested by the ~~board~~forward-looking statements contained in this prospectus. If any of ~~directors~~these risks materialize, or if any of the above assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this prospectus. Any forward-looking statement made by us in this prospectus speaks only as of the date on which we make such statement. We undertake no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law. Comparisons of results for ~~stockholder~~current ~~proposals;~~and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should be viewed as historical data.

~~• do not permit cumulative voting in the election of our directors, which means that the holders of a majority of our common stock may elect all of the directors standing for election; and~~47

•Table ~~initially establish a classified board~~ of ~~directors with staggered three-year terms.~~Contents

~~These~~ ~~provisions~~ ~~may discourage, delay or prevent a merger or~~ ~~acquisition~~ USE ofOF ~~our company, including a transaction in which the acquiror may offer a premium price for our common stock.~~ PROCEEDS

We ~~are~~will ~~also~~not ~~subject~~receive toany ~~Section 203~~proceeds offrom the ~~Delaware~~sale ~~General~~of ~~Corporation~~shares ~~Law, or the DGCL, which, subject to certain exceptions, prohibits us from engaging in any business combination with any interested stockholder, as defined in that section, for a period~~ of ~~three years following the date on which that stockholder became an interested stockholder. In addition,~~ our ~~equity incentive~~common ~~plan will permit vesting of~~ stock ~~options~~by ~~and restricted stock, and payments to be made to~~ the ~~employees~~selling ~~thereunder~~stockholders in ~~certain~~this ~~circumstances~~offering, inincluding ~~connection~~from ~~with~~any exercise aby ~~change~~the ofunderwriters ~~control~~ of ~~our~~their ~~company,~~option ~~which~~to ~~could~~purchase ~~discourage,~~additional ~~delay~~shares orfrom ~~prevent~~the ~~a merger~~selling ~~or acquisition at a premium price~~stockholders. InThe ~~addition,~~selling ~~our~~stockholders ~~ABL~~will ~~credit~~receive ~~facility~~all ~~and~~of the ~~indentures~~net ~~governing~~proceeds ~~our notes include,~~ and ~~other~~bear ~~debt instruments we may enter into in~~ the ~~future~~underwriting discount, ~~may~~if ~~include~~any, ~~provisions~~attributable ~~entitling the lenders~~ to ~~demand immediate~~their ~~repayment~~sale of ~~all~~our ~~borrowings~~common ~~upon~~stock. ~~the~~We ~~occurrence~~will ofpay certain ~~change~~expenses ofassociated ~~control~~with ~~events~~this ~~relating to our company, which also could discourage, delay or prevent a business combination transaction~~offering. See ~~“Description~~"Principal ~~of Capital Stock—Provisions of Our Certificate of Incorporation~~ and ~~Bylaws~~Selling ~~to be Adopted and Delaware Law That May Have an Anti-Takeover Effect~~Stockholders.”"

If we are unable to implement and maintain the effectiveness of our internal control over financial reporting or if we fail to remediate an identified material weakness in our internal controls over financial reporting, our independent registered public accounting firm may not be able to provide an unqualified report on our internal controls, which could adversely affect our stock price. 48

~~Subsequent~~Table ~~to the completion~~ of our financial statements for and as of the 28 weeks ended July 10, 2013, we identified a classification error related to the cash flow presentation of the Baldwin Sale/Leaseback. This error had no impact on net cash flow, and did not affect the accompanying balance sheets, statements of operations and comprehensive income, or statements of changes in membership interests. In connection with the error, a material weakness in our internal controls over financial reporting was identified based on a lack of sufficient financial presentation analysis. A “material weakness” is a deficiency in internal controls such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected in a timely basis. We have taken and continue to take steps to remediate the identified material weakness, and we Contents

26 DIVIDEND POLICY

~~Table~~ We ofdo ~~Contents~~not currently intend to pay cash dividends on our common stock in the foreseeable future. However, in the future, subject to the factors described below and our future liquidity and capitalization, we may change this policy and choose to pay dividends.

Our ~~expect~~ability ~~that~~to ~~this~~pay ~~material~~dividends ~~weakness~~is ~~will~~currently berestricted ~~remediated~~by ~~before~~ the ~~end~~terms of the ~~40-week~~agreements ~~period~~governing ~~ending~~our ~~October~~indebtedness 2,and ~~2013.~~may ~~However, there is no guarantee that we will~~ be ~~able~~further torestricted ~~successfully remediate this material weakness~~ by ~~such~~any ~~time~~future orindebtedness atwe ~~all, or that additional material weaknesses will not be identified in the future~~incur. ~~Any failure to remediate this material weakness or implement new or improved controls could cause us to fail to meet our~~See ~~future~~"Description ~~reporting obligations, including potential misstatements~~ of ~~our~~Material ~~accounts and disclosures that would not be prevented or detected and could result in a material misstatement to our annual or interim consolidated financial statements in future periods~~Indebtedness."

~~Pursuant to Section 404 of the~~ We ~~Sarbanes-Oxley~~are ~~Act~~a ofholding ~~2002~~company ~~and the related rules adopted by the SEC and the Public Company Accounting Oversight Board, starting with the second annual report~~ that wedoes ~~file~~not ~~with~~conduct ~~the~~any ~~SEC~~business ~~after~~operations ~~the consummation~~ of ~~this offering,~~ our ~~management~~own. ~~will~~As ~~be required~~a ~~to report on~~result, ~~and~~ our ~~independent~~ability ~~registered public accounting firm~~ to ~~attest~~pay ~~to,~~cash ~~the~~dividends ~~effectiveness~~on of our ~~internal~~common ~~control~~stock ~~over~~is ~~financial~~dependent ~~reporting.~~upon Wecash ~~may encounter problems or delays in completing the implementation of any changes~~dividends ~~necessary~~and todistributions ~~our~~and ~~internal~~other ~~control~~transfers ~~over~~from ~~financial reporting to conclude such controls are effective. If we, together with~~ our ~~independent registered public accounting firm, conclude, that our internal control over financial reporting is not effective, investor confidence and our stock price could decline~~subsidiaries.

~~Matters~~ In addition, ~~impacting~~under ~~our~~Delaware ~~internal~~law, ~~controls may cause us to be unable to report~~ our ~~financial~~board ~~information~~of ondirectors amay ~~timely~~declare ~~basis~~dividends ~~and~~only ~~thereby subject us~~ to ~~adverse regulatory consequences, including sanctions by~~ the ~~SEC~~extent ~~or violations~~ of ~~applicable stock exchange listing rules, and result in a breach of the covenants under~~ our ~~financing~~surplus ~~arrangements.~~(which ~~There~~is ~~also~~defined ~~could~~as betotal aassets ~~negative~~at ~~reaction~~fair inmarket ~~the~~value ~~financial~~minus ~~markets~~total liabilities, ~~due~~minus tostatutory acapital) ~~loss~~or, ofif ~~investor~~there ~~confidence~~is inno ~~us and~~surplus, ~~the~~out ~~reliability~~ of our ~~financial~~net ~~statements.~~profits ~~Confidence~~for in the ~~reliability~~then ofcurrent ~~our financial statements also could suffer if we~~ and/or ~~our~~immediately ~~independent~~preceding ~~registered~~fiscal ~~public accounting firm were to report a material weakness in our internal controls over financial reporting~~year. ~~This could materially adversely affect us and lead to a decline in the price of our common stock.~~

~~Even~~ Any future ~~though~~determination ~~we intend~~ to pay dividends, ~~our~~will ~~cash~~be ~~dividends~~at ~~are~~the ~~not~~discretion ~~guaranteed~~of ~~and may fluctuate, and~~ our ~~ability~~board toof ~~pay~~directors ~~dividends~~and ~~is restricted~~will bytake ~~our~~into ~~indebtedness.~~ account:

•: restrictions in the agreements governing our indebtedness;
•: general economic and business conditions;
•: our earnings, financial condition and results of operations;
•: our capital requirements;
•: our prospects;
•: legal restrictions; and
•: such other factors as our board of directors may deem relevant.

We See ~~expect~~"Risk ~~our~~Factors—Risks ~~board~~Related ofto ~~directors~~Our ~~will~~Initial ~~implement~~Public aOffering ~~regular,~~and ~~cash~~Ownership ~~dividend program following consummation~~ of ~~this~~Our ~~offering.~~Common ~~However,~~Stock—Because we ~~are~~do not ~~required~~intend to ~~distribute~~pay ~~our~~ cash ~~and cash~~ dividends ~~are~~in ~~not~~the foreseeable ~~guaranteed~~future, ~~may~~you ~~fluctuate and~~ may not bereceive ~~paid at all. The amount of dividends, if~~ any, ~~will~~return beon ~~determined~~investment atunless ~~the~~you ~~sole~~are ~~discretion~~able ~~of our board of directors. Our ability~~ to ~~pay~~sell ~~dividends,~~your ~~and~~common ~~the~~stock ~~timing~~for ~~and~~a ~~amount~~price ~~thereof,~~greater ~~will~~than ~~also~~your ~~depend~~purchase ~~on our ability to generate sufficient cash from operations~~price, ~~which,~~" in"Risk ~~turn, will be affected by all of the factors discussed in “~~Factors—Risks Related to Our ~~Business.”~~Indebtedness—The ~~Our~~ABL ~~ability~~Credit toAgreement ~~pay dividends may also be restricted by, among other things, applicable laws~~ and ~~regulations and~~ the ~~terms~~indenture ofgoverning the ~~agreements~~ ~~governing~~Notes ~~our~~impose ~~indebtedness,~~significant ~~including~~operating ~~the~~and ~~ABL~~financial ~~Facility~~restrictions ~~and~~that ~~the~~may ~~indentures~~limit ~~governing~~ our ~~senior~~current ~~secured notes~~ and ~~our~~future ~~PIK toggle notes~~operating flexibility, ~~which~~particularly ~~restrict~~ our ability to ~~pay~~respond ~~dividends. See “Description of Indebtedness.” In addition, such instruments contain certain other covenants that could limit our ability~~ to ~~pay~~changes ~~dividends.~~in ~~For example,~~ the ~~ABL~~economy ~~facility~~or ~~also~~our ~~require~~industry usor to ~~maintain~~take ~~specified financial ratios and satisfy other financial condition tests under~~ certain ~~conditions based~~actions, onwhich ~~the~~could ~~amount~~harm ~~available~~our ~~for~~long ~~borrowing~~term ~~under~~interests ~~the~~and ~~ABL~~may ~~facility.~~restrict ~~Our~~our ability to ~~meet~~pursue our ~~those~~business ~~financial~~strategies," ~~ratios~~"Management's ~~and~~Discussion ~~tests can be affected by events beyond our control,~~ and weAnalysis ~~cannot assure you that we will meet them. A breach~~ of ~~any~~Financial ~~such~~Condition ~~covenants could~~and ~~result~~Results ~~in a default under the terms~~ of ~~the~~Operations—Liquidity ~~ABL facility~~ and~~/or~~ ~~the~~Capital ~~indentures governing our senior secured notes and our PIK toggle notes~~Resources," ~~and~~"Description ~~in the event~~ of ~~any~~Material ~~such default~~Indebtedness, ~~no dividends can be paid~~ " and ~~our~~"Description ~~stockholders, and our lenders could elect to accelerate the maturity~~ of ~~all~~Capital ~~outstanding notes or loans~~Stock." Future financing agreements may also contain restrictions or prohibitions on the payment of dividends. We cannot assure you that the agreements governing our current and future indebtedness will permit us to pay dividends. If we are unable to pay dividends, you may not receive any return on your investment unless you sell your common stock for a price greater than which you paid for it.

27 49

Table of Contents

We ~~will~~ ~~incur increased costs as a result of being a publicly-traded company.~~ CAPITALIZATION

As The afollowing ~~company~~table ~~with~~sets ~~publicly-traded securities,~~forth we will incur significant legal, accounting and other expenses not presently incurred. In addition, the Sarbanes-Oxley Act of 2002, as well as rules promulgated by the SEC and the stock exchange on which we will list our ~~common~~cash ~~stock, require us to adopt corporate governance practices applicable to U.S. public companies. These rules~~ and ~~regulations~~cash ~~will~~equivalents ~~increase our legal~~ and ~~financial compliance costs and may place a strain on~~ our ~~systems~~capitalization ~~and~~as resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of ~~our disclosure controls and procedures~~July 8, we2020: will need to commit significant resources, hire additional staff and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies.

•: on an actual basis; and
•: on an as adjusted basis to give effect to the Refinancing Transactions and the repayment in full of the FILO Facility.

28 This table should be read in conjunction with "Use of Proceeds," "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Description of Capital Stock" as well as the consolidated financial statements and notes thereto appearing elsewhere in this prospectus.

	As of July 8, 2020

	Actual			As adjusted
	(in thousands)
Cash and cash equivalents	$	93,070			40,000



Total Debt, including current maturities, without giving effect to debt discounts and deferred debt issuance costs(1):
Notes		—			325,000
Term Loan Facility(2)		372,015			—
Revolving Credit Facility(3)		40,000			71,044
FILO Facility(4)		30,100			—
Finance lease obligations		65,847			65,847

		507,962			461,891

Stockholders' equity:
Common stock, $0.001 par value per share, 15,000,000 shares authorized, 10,003,033 shares issued and 10,001,936 shares outstanding		10			10
Additional paid-in capital		466,705			466,705
Accumulated deficit		(35,220	)		(35,220	)
Accumulated other comprehensive loss		(2,897	)		(2,897	)

Total stockholders' equity		428,598			428,598

Total capitalization	$	936,560		$	890,489

~~FORWARD-LOOKING~~ ~~STATEMENTS~~ (1)Debt discounts and deferred debt issuance costs totaled $10.7 million and $7.6 million, respectively, as of July 8, 2020, on an actual basis. Debt discounts and deferred debt issuance costs would total $0 and $7.0 million, respectively as of July 8, 2020 on an as adjusted basis after giving effect to the Refinancing Transactions, the repayment in full of the FILO Facility and repurchases of the Term Loan subsequent to July 8, 2020. (2)We repaid in full, and terminated, the Term Loan on October 9, 2020. (3)After giving effect to the reduction in commitments pursuant to an amendment effective on October 9, 2020 in connection with the Refinancing Transactions, the ABL Credit Agreement provides for a $450.0 million Revolving Credit Facility. As of July 8, 2020, the aggregate borrowing base on the Revolving Credit Facility would be $450.0 million, resulting in borrowing availability of $339.7 million, net of $40.0 million outstanding borrowings and $70.3 million outstanding letters of credit. After giving

This prospectus includes forward-looking statements. Forward-looking statements are those that do not relate solely to historical fact and are about future events, which involve risks and uncertainties. They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will,” “could,” “may,” “plan,” “potential,” “likely,” “goal,” “target,” “objective,” “outlook,” “seek” and similar expressions identify forward-looking statements. 50

~~Important~~Table ~~factors~~of ~~relating to forward-looking statements may include, among others, assumptions regarding:~~ Contents

• ~~supply~~ effect to ~~problems,~~the ~~including~~Refinancing ~~our~~Transactions ~~dependence~~and the repayment in full of the FILO Facility, borrowing availability on an as adjusted basis would be $308.7 million, net of $71.0 million outstanding borrowings and $70.3 million outstanding letters of credit. See "Description of Material Indebtedness—ABL Credit Agreement." The as adjusted amount reflects a ~~principal~~drawing ~~supplier;~~of $31.0 million under the Revolving Credit Facility in connection with the Refinancing Transactions. The actual amount drawn under the Revolving Credit Facility in connection with the Refinancing Transactions was lower as a result of cash amounts on hand on October 9, 2020. (4)We repaid in full, and terminated, the FILO Facility on August 6, 2020.

~~• our ability to realize the benefits of outsourcing operations in connection with the C&S supply arrangement;~~51

•Table ~~pricing, market strategies, the expansion and other activities~~ of ~~competitors, and our ability to respond to the promotional practices of competitors;~~Contents

• ~~adverse~~ ~~economic conditions and the impact on consumer demand and spending and our pricing strategy;~~ DILUTION

• All shares of our ~~ability~~common stock being sold in the offering were issued and outstanding prior to ~~execute~~this ~~our~~offering. ~~core~~As ~~strategic~~a ~~initiatives;~~result, this offering will not have a dilutive effect on our stockholders.

• Our tangible book value represents the amount of total tangible assets less total liabilities, and our ~~ability~~tangible tobook ~~realize~~value per share represents tangible book value divided by the ~~benefits~~number of shares of ~~integrating~~common stock outstanding. As of , our ~~Winn-Dixie~~tangible ~~acquisition;~~book value per share of our common stock was $ .

• The following ~~consummation~~table summarizes the number of shares of common stock purchased, the ~~pending~~total ~~transactions~~consideration paid and ~~our~~the ~~ability~~average toprice ~~realize~~per share paid by the ~~benefits~~selling stockholders and by investors participating in this offering, based upon the initial public offering price of ~~such~~$ per ~~transactions;~~share.

• our ability to effectively increase or maintain our profit margins;

	Shares Purchased				Total Consideration				Average Price Per Share

	Number	Percent			Amount	Percent			Average Price Per Share
Existing Stockholders				%	$			%	$
Purchasers of common stock in this offering				%	$			%	$

Total			100.0	%	$		100.0	%	$

~~• changes in, or the failure or inability to comply with, laws and governmental regulations applicable to the operation of our pharmacy and other businesses;~~52

•Table ~~risks~~ of ~~liability~~Contents ~~under environmental laws and regulations;~~

• ~~the~~ SELECTED ~~adequacy~~HISTORICAL ofCONSOLIDATED ~~our~~FINANCIAL ~~information technology systems;~~DATA

• The following tables set forth our selected historical consolidated financial and other data for the ~~adequacy~~periods and as of ~~our~~the ~~insurance~~dates ~~coverage~~indicated. ~~against~~As a ~~claims~~result of the Reorganization, the accompanying historical financial statements and selected historical consolidated financial data are presented on a Predecessor and Successor basis. References to "Successor" relate to our ~~consumers~~results inof ~~connection~~operations and financial position subsequent to May 30, 2018, the day prior to our emergence from bankruptcy, to coincide with the timing of a normal weekly close. The events between May 30, 2018 and May 31, 2018 were evaluated and management concluded that the use of an accounting convenience date did not have a material impact on our results ~~pharmacy~~of ~~services;~~operations or financial position. References to "Predecessor" relate to our results of operations and financial position prior to, and including, May 30, 2018. The consolidated financial statements for the Successor periods are not comparable to those of the Predecessor periods.

• We derived the selected historical consolidated financial data as of and for the 28 weeks ended July 8, 2020 and 28 weeks ended July 10, 2019 from our ~~ability~~unaudited condensed toconsolidated ~~maintain~~financial statements included elsewhere in this prospectus. We derived the selected historical consolidated financial data as of and for the year ended December 25, 2019 and for the 30 weeks ended December 26, 2018 and for the 22 weeks ended May 30, 2018, as of December 26, 2018 and for the year ended December 27, 2017 from our ~~existing~~audited ~~insurance~~consolidated ~~coverage~~financial statements included elsewhere in this prospectus. We derived the selected historical consolidated financial data as of December 27, 2017 and ~~accurately~~as ~~estimate~~of ~~self-insurance~~and ~~reserves;~~for the years December 28, 2016 and December 30, 2015 from our audited consolidated financial statements not included elsewhere in this prospectus.

• We have ~~litigation~~prepared ~~claims~~the orunaudited ~~legal~~consolidated ~~proceedings~~financial ~~against~~statements ~~us;~~on the same basis as the audited consolidated financial statements and have included all adjustments, consisting of normal recurring adjustments, that we consider necessary for the fair statement of our financial position and operating results for such periods.

• Our historical ~~events~~results ~~that~~are ~~give~~not ~~rise~~necessarily indicative of the results to ~~food~~be ~~and~~expected ~~drug~~in ~~safety~~any ~~concerns~~future orperiod. ~~product~~You ~~liability~~should ~~claims,~~read ~~product~~the ~~recalls~~information set forth below together with "Prospectus Summary—Summary Historical Consolidated Financial and Other Data," or"Management's ~~any~~Discussion ~~adverse~~and ~~publicity~~Analysis ~~relating~~of toFinancial ~~these~~Condition ~~types~~and Results of ~~concerns~~Operations," ~~whether~~"Capitalization," orand ~~not~~our consolidated ~~valid;~~financial statements and the related notes thereto included elsewhere in this prospectus.

• our ability to attract, train and retain qualified key personnel;

	Successor								Predecessor

	28 Weeks Ended July 8, 2020		28 Weeks Ended July 10, 2019		Year Ended December 25, 2019		30 Weeks Ended December 26, 2018		22 Weeks Ended May 30, 2018		Year Ended December 27, 2017		Year Ended December 28, 2016		Year Ended December 30, 2015
	(in thousands, other than per share data)
Statements of Operations and Comprehensive Income (Loss) Data:
Net Sales	$	5,262,757	$	4,502,670	$	8,277,374	$	4,829,732	$	3,942,780	$	9,875,104	$	10,451,420	$	11,257,471
Cost of sales, including warehouse and delivery expense		3,806,942		3,325,132		6,117,224		3,586,009		2,914,222		7,278,280		7,787,276		8,388,147

Gross Profit		1,455,815		1,177,538		2,160,150		1,243,723		1,028,558		2,596,824		2,664,144		2,869,324
Operating, general and administrative expenses	&n

Filing Compare · Southeastern Grocers, Inc.