01—Abstract
Summary
Summary of the 8-K filed September 16, 2024. Cited figures are marked; the original filing is the authoritative source.
On September 16, 2024, The Kroger Co. announced it extended the expiration date of its exchange offers and consent solicitations for notes issued by Albertsons Companies, Inc. (ACI) and related issuing entities, for up to $7,441,608,000a aggregate principal amount of new Kroger notes and cash.
The expiration date moves from 5:00 p.m. New York City time on September 17, 2024 to 5:00 p.m. New York City time on September 23, 2024, and may be further extended.
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 Merger is expected to close in the fourth quarter of calendar year 2024. The filing states that requisite consents were received as of August 29, 2024 for the Consented Series, and supplemental indentures implementing the Proposed Amendments were executed.
The Proposed Amendments become operative only upon settlement of the Exchange Offers, which is expected promptly after the Expiration Date. Tenders may be withdrawn at or before the Expiration Date, but consents may not. Settlement is expected on or promptly after the Merger closing date, and the filing states the Merger closing is not conditioned on completion of the Exchange Offers or Consent Solicitations.
The filing also notes that the Merger condition may not be waived by Kroger, while certain other conditions may be waived. Forward-looking statements flag risks including the Merger's consummation on the anticipated timeline, required regulatory approvals, and pending litigation challenging the Merger. The offers are made only to eligible holders (qualified institutional buyers or non-U.S. persons) under a private offering exempt from Securities Act registration, and the Kroger Notes have not been registered under the Securities Act.
02—Key points
Key Highlights
- Expiration date of the Exchange Offers and Consent Solicitations extended from September 17, 2024 to 5:00 p.m. New York City time on September 23, 2024, and may be further extended.
- Exchange Offers cover up to $7,441,608,000 aggregate principal amount of new Kroger notes plus cash in exchange for outstanding ACI Notes.
- Requisite consents were received as of August 29, 2024 for the Consented Series, and supplemental indentures implementing the Proposed Amendments were executed.
- Proposed Amendments become operative only upon settlement of the Exchange Offers, which is expected promptly after the Expiration Date.
- Offers are conditioned on the closing of the Merger with ACI, which Kroger cannot waive; the Merger is not conditioned on completion of the Exchange Offers.
- The Merger is expected to close in the fourth quarter of calendar year 2024.
- Tenders may be withdrawn at or before the Expiration Date, but consents delivered under the Consent Solicitations cannot be withdrawn.
03—Questions
Frequently Asked Questions
What is the new expiration date for the exchange offers?
The expiration date was extended from 5:00 p.m. New York City time on September 17, 2024 to 5:00 p.m. New York City time on September 23, 2024, and may be further extended by Kroger.
How much debt is covered by the exchange offers?
The offers cover up to $7,441,608,000 aggregate principal amount of ACI Notes, to be exchanged for new Kroger notes and cash.
Does the Merger depend on the exchange offers closing?
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 conditioned on the Merger closing.
When is the Merger expected to close?
The Merger is expected to close during the fourth quarter of calendar year 2024.
What happens to the Proposed Amendments?
The Proposed Amendments for the Consented Series were adopted via supplemental indentures, but they become operative only upon settlement of the Exchange Offers, which is expected promptly after the Expiration Date.
04—Continue