01—Abstract
Summary
Summary of the 8-K filed October 2, 2024. Cited figures are marked; the original filing is the authoritative source.
The Kroger Co. filed this Form 8-K under Item 8.01 (Other Events) to report that it has extended the expiration date of its exchange offers and consent solicitations for Albertsons Companies, Inc. (ACI) notes.
The exchange offers cover any and all outstanding ACI notes, for up to $7,441,608,000a aggregate principal amount of new Kroger notes and cash. The expiration date moved from 5:00 p.m. New York City time on October 3, 2024 to 5:00 p.m.
New York City time on October 9, 2024, and may be further extended. The offers and solicitations are tied to Kroger's pending merger with ACI, in which a wholly owned Kroger subsidiary would merge into ACI, with ACI surviving as a direct, wholly owned subsidiary of Kroger. The Merger is expected to close in the fourth quarter of calendar year 2024.
The press release states that the Merger closing is not conditioned on completion of the exchange offers or consent solicitations, and that the Merger condition cannot be waived by Kroger. Settlement is expected promptly after the Expiration Date, on or about the Merger closing date if the other conditions are met. As of August 29, 2024, the requisite consents were received to adopt the proposed amendments for the Consented Series, and supplemental indentures were executed.
The amendments become operative only upon settlement of the exchange offers. Tenders may be withdrawn at or before the Expiration Date, but consents may not.
02—Key points
Key Highlights
- Kroger extended the Expiration Date for its ACI Notes exchange offers from October 3, 2024 to October 9, 2024, 5:00 p.m. New York City time, and it may be extended further.
- The exchange offers cover up to $7,441,608,000 aggregate principal amount of new Kroger notes plus cash, for any and all outstanding ACI notes.
- The exchange offers and consent solicitations are conditioned on the closing of Kroger's merger with ACI, a condition Kroger cannot waive.
- The Merger is expected to close in the fourth quarter of calendar year 2024.
- The Merger closing is not conditioned on completion of the exchange offers or consent solicitations.
- As of August 29, 2024, requisite consents were received for the Consented Series, and supplemental indentures were executed; the amendments take effect only upon settlement.
- Tenders may be validly withdrawn at or before the Expiration Date, but consents delivered in the Consent Solicitations may not be withdrawn under the stated terms.
03—Questions
Frequently Asked Questions
Why did Kroger extend the expiration date of the exchange offers?
The filing does not state a specific reason. It says the Merger is expected to close in the fourth quarter of calendar year 2024, and the Expiration Date may be further extended. Kroger anticipates giving advance notice of any such extension.
What do ACI noteholders receive in the exchange offers?
Holders who validly tender any and all outstanding ACI notes receive new Kroger notes and cash, with the aggregate principal amount of new notes capped at $7,441,608,000. Terms are described in the Offering Memorandum dated August 15, 2024, as amended.
Does the Merger depend on the exchange offers succeeding?
No. The press release states that the Merger closing is not conditioned on the completion of the exchange offers or consent solicitations. The exchange offers, however, are conditioned on the Merger closing.
When will the exchange offers settle?
Settlement is expected to occur promptly after the Expiration Date and on or promptly after the Merger closing date. If the conditions other than the Merger are satisfied or waived at the Expiration Date, settlement will occur on or about the date the Merger is consummated.
What happens to the proposed indenture amendments?
Supplemental indentures implementing the Proposed Amendments were executed for the Consented Series after requisite consents were received as of August 29, 2024. The amendments become operative only upon settlement of the exchange offers, and the Unconsented Series remain subject to the extended Consent Solicitations.
04—Continue