01—Abstract
Summary
Summary of the 8-K filed September 26, 2024. Cited figures are marked; the original filing is the authoritative source.
On September 26, 2024, The Kroger Co. announced it has extended the expiration date of its offers to exchange any and all outstanding notes issued by Albertsons Companies, Inc. (ACI) and related entities, for up to $7,441,608,000a aggregate principal amount of new Kroger notes and cash.
The expiration date for the exchange offers and the related consent solicitations was moved from 5:00 p.m. New York City time on September 27, 2024 to 5:00 p.m. New York City time on October 3, 2024, and may be further extended.
The exchange offers and consent solicitations are tied to Kroger's pending merger with ACI, in which a wholly owned Kroger subsidiary merges with ACI, with ACI surviving as a direct, wholly owned subsidiary of Kroger. The offers are conditioned on the merger closing, a condition Kroger may not waive, along with certain other conditions Kroger may waive. The merger closing is not conditioned on completion of the exchange offers or consent solicitations.
The merger is expected to close in the fourth quarter of calendar 2024. As of August 29, 2024, the requisite consents were received for the Consented Series, and supplemental indentures implementing the proposed amendments were executed. The amendments become operative only upon settlement of the exchange offers, which is expected promptly after the Expiration Date.
Tenders may be withdrawn until the Expiration Date, but consents may not be withdrawn. All other terms remain unchanged.
02—Key points
Key Highlights
- Kroger extended the Expiration Date of its exchange offers for ACI notes from September 27, 2024 to 5:00 p.m. NYC time on October 3, 2024, and may extend it further.
- The exchange offers cover any and all outstanding ACI notes for up to $7,441,608,000 aggregate principal amount of new Kroger notes and cash.
- Settlement of the exchange offers and consent solicitations is conditioned on the closing of Kroger's merger with ACI, which 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, and supplemental indentures were executed, with amendments operative only upon settlement.
- Tenders of ACI notes may be withdrawn at or before the Expiration Date, but consents delivered in the Consent Solicitations cannot be withdrawn through that channel.
03—Questions
Frequently Asked Questions
What did Kroger change in the exchange offers on September 26, 2024?
Kroger extended the expiration date of the exchange offers and related consent solicitations from 5:00 p.m. New York City time on September 27, 2024 to 5:00 p.m. New York City time on October 3, 2024. The date may be further extended.
How much debt is covered by the exchange offers?
The offers cover any and all outstanding ACI notes in exchange for up to $7,441,608,000 aggregate principal amount of new Kroger notes and cash.
What must happen before the exchange offers settle?
Settlement is conditioned on the closing of the merger in which a wholly owned Kroger subsidiary merges with ACI. Kroger cannot waive this condition. Certain other conditions may be waived by Kroger. Settlement is expected promptly after the Expiration Date and on or promptly after the merger closing date.
When is the Kroger-Albertsons merger expected to close?
The merger is expected to close during the fourth quarter of calendar year 2024. Kroger states the Expiration Date may be further extended as a result.
What happens to the proposed indenture amendments?
The requisite consents for the Consented Series were received as of August 29, 2024, and supplemental indentures were executed. The Proposed Amendments become operative only upon settlement of the exchange offers, which is expected promptly after the Expiration Date.
04—Continue