UPDATE, 1/11/13, 8:10 p.m. EST: Cleary Gottlieb Steen & Hamilton M&A partner Ethan Klingsberg represented Goldman Sachs in its role as a financial adviser to Supervalu on the transaction.

Grocery store chain operator Supervalu Inc. said Thursday it has agreed to sell five of its chains to a consortium led by Cerberus Capital Management in a deal worth $3.3 billion, mostly in the form of debt.

The group—which also includes Kimco Realty Corporation, Klaff Realty, Lubert-Adler Partners, and Schottenstein Real Estate Group—is acquiring the Albertsons, Acme, Jewel-Osco, Shaw’s, and Star Market grocery store chains, as well as connected in-store pharmacies. The Cerberus-led group has agreed to pay $100 million for the 877 stores included in that portfolio of chains, while also assuming $3.2 billion in debt.

The deal represents a reunion of sorts for Albertsons. In 2006 the same Cerberus-led group bought more than 650 Albertsons stores as part of a larger $17.4 billion deal in which the Boise, Idaho–based chain was dismantled into parts that were taken over by Supervalu and CVS. Cerberus plans to reunite the Albertsons stores it already owns with the new acquisitions, according to the deal announcement.

Cerberus and the other investors also agreed to buy up to 30 percent of Supervalu’s stock at a price of $4.00 per share. Both the sale and the stock purchase, which has a $250 million cap, are expected to close in the first quarter of 2013.

The Wall Street Journal reports that Eden Prairie, Minnesota–based Supervalu—whose annual sales of almost $35 billion and roughly 4,350 stores make it one of the nation’s largest grocery operators—put itself on the market last year after suffering losses and watching its debt climb. Supervalu’s portfolio of grocery chains includes Save-A-Lot, Shop ‘N Save, and Shoppers.

Cerberus has turned to its longtime outside counsel Schulte Roth & Zabel for legal advice on the acquisition. Schulte’s ties to the private equity firm go back nearly two decades, and, as The Am Law Daily has previously reported, former Schulte partner Mark Neporent serves as Cerberus’s chief operating officer, general counsel, and senior managing director. Recent deals the firm has handled for Cerberus include last September’s $2.5 billion sale of a controlling stake in Tokyo-based Aozora Bank through a share buyback plan.

For the deal with Supervalu, Schulte is sporting a team that includes M&A partners Stuart Freedman, Robert Loper, and John Pollack. Other Schulte attorneys on the deal include: tax partners Alan Waldenberg and Kurt Rosell; securities regulation partner Michael Littenberg; finance partner Ronald Risdon; employee benefits partners Ronald Richman and Laurence Moss; intellectual property partner Robert Kiesel; environmental and insurance partner Howard Epstein; antitrust partners Michael Swartz and Peter Halasz; and real estate partners Jeffrey Lenobel, Marshall Brozost, and Julian Wise.

Wachtell, Lipton, Rosen & Katz, meanwhile, is advising Supervalu. The firm took the same role in 2006, advising the retailer in connection with its purchase of a portion of Albertsons business (with CVC and the Cerberus group getting the remainder) that included Acme, Bristol Farms, Jewel-Osco, Shaw’s, and Star Markets.

The Wachtell team working on Thursday’s agreement is led by corporate partners David Silk and Igor Kirman. Also advising is corporate partner DongJu Song, executive compensation and benefits partner Michael Segal, tax partner Deborah Paul, and executive compensation and benefits associate Adam Kaminsky.

Todd Sheldon is Supervalu’s general counsel.

Davis Polk & Wardwell corporate partner Paul Kingsley and litigation partner Charles Duggan are representing Greenhill & Co. in its role as a financial adviser to Supervalu on the transaction.