01—Abstract
Summary
Summary of the 8-K filed September 12, 2024. Cited figures are marked; the original filing is the authoritative source.
The Kroger Co. filed this Form 8-K on September 11, 2024 under Item 8.01 (Other Events) to report that it extended the expiration date of its exchange offers and consent solicitations for notes issued by Albertsons Companies, Inc. (ACI) and related issuers.
The exchange offers cover up to $7,441,608,000a aggregate principal amount of new Kroger notes plus cash. The expiration date moved from 5:00 p.m. New York City time on September 13, 2024 to 5:00 p.m.
New York City time on September 17, 2024, and may be extended further. The offers are tied to Kroger's pending merger with ACI, in which a Kroger subsidiary merges with ACI and ACI survives as a wholly owned Kroger subsidiary. The exchange offers and consent solicitations are conditioned on the merger closing, which Kroger cannot waive, and the merger is expected to close in the fourth quarter of calendar year 2024.
The filing states that the merger closing is not conditioned on completion of the exchange offers or consent solicitations. As of 5:00 p.m. on September 11, 2024, holders had validly tendered substantial portions of many ACI note series.
Requisite consents were received as of August 29, 2024 for the Consented Series, and the related supplemental indentures become operative only upon settlement of the exchange offers. Series that have not received requisite consents, the Unconsented Series, show lower tender levels in several cases.
02—Key points
Key Highlights
- Kroger extended the exchange offers' expiration date from September 13, 2024 to 5:00 p.m. New York City time on September 17, 2024, and it may be extended again.
- The exchange offers cover up to $7,441,608,000 aggregate principal amount of new Kroger notes and cash in exchange for outstanding ACI notes.
- The exchange offers and consent solicitations are conditioned on closing of the pending Kroger-ACI merger, a condition Kroger cannot waive; the merger is expected to close in Q4 2024.
- The closing of the merger is not conditioned on completion of the exchange offers or consent solicitations.
- Requisite consents were received as of August 29, 2024 for the Consented Series, and the Proposed Amendments become operative only upon settlement of the exchange offers.
- Tendered amounts varied by series; for example, the 3.250% Senior Notes due 2026 had $711,397,000 tendered of $750,000,000 outstanding, while the 7.450% Senior Debentures due 2027 had $37,913,000 tendered of $120,078,000 outstanding.
- The new Kroger notes have not been registered under the Securities Act of 1933 and are offered only to eligible holders (QIBs or non-U.S. persons).
03—Questions
Frequently Asked Questions
Why did Kroger extend the expiration date of the exchange offers?
The filing states that the Expiration Date was extended to 5:00 p.m. New York City time on September 17, 2024, and that it may be further extended. It also notes that the Merger is expected to close in the fourth quarter of calendar year 2024, and Kroger anticipates providing notice of any further extension in advance of the Expiration Date.
Is the exchange offer dependent on the Albertsons merger closing?
Yes. The exchange offers and consent solicitations are conditioned on the closing of the merger between a Kroger subsidiary and ACI, and Kroger cannot waive that condition. The closing of the merger, however, is not conditioned on completion of the exchange offers or consent solicitations.
What happens to ACI notes that have not received consent?
The filing identifies these as the Unconsented Series, including several Safeway, Albertson's, American Stores, and NALP debentures and medium-term notes. The Proposed Amendments are being sought solely with respect to these series, and the filing lists tender levels for each, such as 31.57% for the 7.450% Senior Debentures due 2027 issued by Safeway.
Can holders withdraw tenders?
Per the filing, tenders of ACI Notes made under the Exchange Offers may be validly withdrawn at or prior to the Expiration Date. Consents delivered under the Consent Solicitations cannot be withdrawn through that mechanism.
Who can participate in the exchange offers?
Documents will only be distributed to eligible holders who return an eligibility certificate confirming they are either a 'qualified institutional buyer' under Rule 144A or not a 'U.S. person' and outside the United States under Regulation S. The full terms are in the Offering Memorandum dated August 15, 2024, as amended.
04—Continue