01—Abstract
Summary
Summary of the 8-K filed October 8, 2024. Cited figures are marked; the original filing is the authoritative source.
The Kroger Co. filed this Form 8-K on October 8, 2024 under Item 8.01 (Other Events) to report that it extended the expiration date of its exchange offers and related 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 9, 2024 to 5:00 p.m.
New York City time on October 16, 2024, and may be extended further. 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 and ACI survives as a direct, wholly owned subsidiary of Kroger. The filing states the merger is expected to close in the fourth quarter of calendar 2024.
Its closing is not conditioned on completion of the exchange offers or consent solicitations, and the merger condition cannot be waived by Kroger. Requisite consents were received as of August 29, 2024 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.
The offers are made privately only to eligible holders (qualified institutional buyers or non-U.S. persons under Regulation S), and the Kroger notes have not been registered under the Securities Act of 1933. Tenders may be withdrawn at or before the Expiration Date, but consents may not. The filing attaches a press release dated October 8, 2024 as Exhibit 99.1.
02—Key points
Key Highlights
- Kroger extended the Exchange Offers' expiration date from October 9, 2024 to October 16, 2024, 5:00 p.m. New York City time, subject to further extension.
- 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.
- The Consent Solicitations for the Unconsented Series were extended on the same expiration timeline, while consents for the Consented Series were received as of August 29, 2024.
- The Merger between Kroger's subsidiary and Albertsons Companies, Inc. is expected to close in the fourth quarter of calendar 2024.
- The exchange offers' closing is not conditioned on the Merger closing being completed first, but settlement is conditioned on consummation of the Merger.
- Tenders may be withdrawn at or before the Expiration Date, but consents delivered in the Consent Solicitations may not be withdrawn.
- The new Kroger notes have not been registered under the Securities Act of 1933 and are offered only to eligible holders.
03—Questions
Frequently Asked Questions
What did Kroger change in this filing?
Kroger extended the expiration date of its exchange offers and consent solicitations for Albertsons Companies, Inc. notes from 5:00 p.m. New York City time on October 9, 2024 to 5:00 p.m. New York City time on October 16, 2024, and the date may be extended further.
How large are the exchange offers?
The exchange offers are for any and all outstanding ACI Notes, for up to $7,441,608,000 aggregate principal amount of new notes to be issued by Kroger, plus cash.
When is the Merger with Albertsons expected to close?
The filing states the Merger is expected to close during the fourth quarter of calendar year 2024. The exchange offers' settlement is expected on or promptly after the Expiration Date and on or promptly after the Merger closing date.
Does the Merger closing depend on the exchange offers?
No. The filing states the closing of the Merger is not conditioned upon completion of the Exchange Offers or Consent Solicitations.
Can holders withdraw their tenders or consents?
Tenders of ACI Notes may be validly withdrawn at or prior to the Expiration Date. The filing states that consents delivered in the Consent Solicitations are not covered by this withdrawal right.
04—Continue