What do ACI noteholders receive in the exchange?

Under the amended terms, for each $1,000 principal amount of ACI Notes validly tendered and not validly withdrawn before the expiration date, eligible holders receive $1,000 principal amount of the applicable new Kroger notes. Holders who validly tendered and consented before the early participation date also receive a $1.00 cash consent payment per $1,000 principal amount.

When do the exchange offers expire and when will they settle?

Each exchange offer expires at 5:00 p.m. New York City time on September 13, 2024, unless extended or earlier terminated. Settlement is expected promptly after expiration and on or promptly after the closing date of the merger with ACI.

Are the new Kroger notes publicly registered?

No. The exchange offers are being made privately to eligible holders, and the Kroger notes have not been registered under the Securities Act of 1933 or any state securities laws, so they may not be offered or sold in the United States absent registration or an applicable exemption.

KR 8-K SEC Disclosure — Aug 29, 2024

01—Abstract

Summary

Summary of the 8-K filed August 29, 2024. Cited figures are marked; the original filing is the authoritative source.

The Kroger Co. reported under Item 8.01 (Other Events) the early participation results of its offers to exchange any and all outstanding notes issued by Albertsons Companies, Inc. (ACI) and related entities for up to $7,441,608,000^a aggregate principal amount of new Kroger notes and cash, along with consent solicitations to adopt proposed amendments to the ACI indentures.

As of 5:00 p.m. New York City time on August 28, 2024, $6,819,427,000^b aggregate principal amount of ACI Notes had been validly tendered and not withdrawn, representing approximately 91.64% of the total ACI Notes outstanding. The requisite consents were received for certain series (the Consented Series), and the applicable ACI issuing entities executed supplemental indentures that become operative only upon settlement of the exchange offers.

Kroger announced amendments and waivers to the offers. It waived the condition that requisite consents be received for each series, so it plans to accept all validly tendered ACI Notes, including those of both consented and unconsented series. The exchange consideration was amended to $1,000^c of new Kroger notes for each $1,000 of ACI Notes tendered, with no VOI number required, and the consent payment of $1.00 per $1,000 principal amount remains payable to holders who consented before the early participation date.

The offers expire at 5:00 p.m. New York City time on September 13, 2024, unless extended, with settlement expected on or promptly after the closing of the merger between a Kroger subsidiary and ACI. The filing states that the merger closing is not conditioned on completion of the exchange offers or consent solicitations.

The exchange offers and consent solicitations are being made privately to eligible holders under Rule 144A and Regulation S, and the new Kroger notes have not been registered under the Securities Act of 1933. The filing also attaches a press release dated August 29, 2024 as Exhibit 99.1.

02—Key points

Key Highlights

Early tenders of $6,819,427,000 aggregate principal amount of ACI Notes, approximately 91.64% of total ACI Notes outstanding, as of August 28, 2024.
Exchange offers cover up to $7,441,608,000 aggregate principal amount of new Kroger notes plus cash, in connection with the pending merger of a Kroger subsidiary with ACI.
Requisite consents received for certain series (Consented Series) and supplemental indentures executed, operative only upon settlement.
Kroger waived the requisite-consent condition and plans to accept all validly tendered ACI Notes, including unconsented series.
Exchange consideration amended to $1,000 of new Kroger notes per $1,000 of ACI Notes tendered, with a $1.00 per $1,000 consent payment for holders who consented before the early participation date.
Offers expire September 13, 2024 at 5:00 p.m. New York City time unless extended; the merger closing is not conditioned on completion of the exchange offers.

03—Questions

Frequently Asked Questions

How much ACI debt has been tendered so far?
As of 5:00 p.m. New York City time on August 28, 2024, $6,819,427,000 aggregate principal amount of ACI Notes had been validly tendered and not withdrawn, representing approximately 91.64% of the total ACI Notes outstanding.
What do ACI noteholders receive in the exchange?
Under the amended terms, for each $1,000 principal amount of ACI Notes validly tendered and not validly withdrawn before the expiration date, eligible holders receive $1,000 principal amount of the applicable new Kroger notes. Holders who validly tendered and consented before the early participation date also receive a $1.00 cash consent payment per $1,000 principal amount.
When do the exchange offers expire and when will they settle?
Each exchange offer expires at 5:00 p.m. New York City time on September 13, 2024, unless extended or earlier terminated. Settlement is expected promptly after expiration and on or promptly after the closing date of the merger with ACI.
Is the Kroger–ACI merger dependent on these exchange offers?
No. The filing states that the closing of the merger is not conditioned upon the completion of the exchange offers or consent solicitations. The exchange offers are, however, conditioned on the merger closing.
Are the new Kroger notes publicly registered?
No. The exchange offers are being made privately to eligible holders, and the Kroger notes have not been registered under the Securities Act of 1933 or any state securities laws, so they may not be offered or sold in the United States absent registration or an applicable exemption.

04—Continue

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