01—Abstract
Summary
Summary of the 8-K filed September 20, 2024. Cited figures are marked; the original filing is the authoritative source.
On September 20, 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, covering up to $7,441,608,000a aggregate principal amount of new Kroger notes plus cash.
The expiration date moves from 5:00 p.m. New York City time on September 23, 2024 to 5:00 p.m. New York City time on September 27, 2024, and may be further extended.
The exchange offers and consent solicitations are tied to Kroger's pending merger with ACI, in which a Kroger subsidiary merges into ACI, leaving ACI as a wholly owned direct subsidiary of Kroger. The filing states that the merger closing is not conditioned on completion of the exchange offers or consent solicitations, and that the merger is expected to close in the fourth quarter of calendar 2024. Settlement of the exchange offers is expected promptly after the expiration date, or on or about the merger closing date if the other conditions have been satisfied or waived.
As of August 29, 2024, the requisite consents were received for the Consented Series, and supplemental indentures implementing the proposed amendments were executed. Those amendments become operative only upon settlement of the exchange offers. Tenders may be withdrawn at or before the expiration date, but consents may not be withdrawn in this manner.
02—Key points
Key Highlights
- Expiration date of the exchange offers and consent solicitations extended from September 23, 2024 to September 27, 2024, 5:00 p.m. New York City time, and may be extended further.
- Exchange offers cover up to $7,441,608,000 aggregate principal amount of ACI notes in exchange for new Kroger notes and cash.
- The exchange offers are conditioned on the closing of Kroger's merger with Albertsons Companies, Inc., a condition Kroger cannot waive.
- The merger closing is not conditioned on completion of the exchange offers or consent solicitations.
- The merger is expected to close during the fourth quarter of calendar year 2024.
- Requisite consents were received as of August 29, 2024 for the Consented Series, with supplemental indentures executed; amendments become operative only upon settlement.
- New Kroger notes offered in the exchange have not been registered under the Securities Act of 1933 and are offered only to eligible holders.
03—Questions
Frequently Asked Questions
Why was the expiration date extended?
The filing states that the Expiration Date was extended from September 23, 2024 to September 27, 2024 at 5:00 p.m. New York City time, and that the merger is expected to close in the fourth quarter of calendar 2024, so the date may be extended further.
Does the Albertsons merger depend on the exchange offers succeeding?
No. The filing states that the closing of the merger is not conditioned upon the completion of the Exchange Offers or Consent Solicitations.
What happens to noteholders who tender their ACI notes?
Tendered ACI notes may be validly withdrawn at or before the Expiration Date, but consents delivered through the Consent Solicitations cannot be withdrawn this way. Settlement is expected promptly after the Expiration Date, or on or about the merger closing date if the other conditions are satisfied or waived.
What are the Proposed Amendments and when do they take effect?
The Proposed Amendments would modify the indentures governing the ACI notes. The requisite consents for the Consented Series were received as of August 29, 2024, and supplemental indentures were executed, but the amendments become operative only upon settlement of the exchange offers.
04—Continue