01—Abstract
Summary
Summary of the 8-K filed October 15, 2024. Cited figures are marked; the original filing is the authoritative source.
The Kroger Co. announced on October 15, 2024 that it has extended the expiration date of its Exchange Offers for 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 plus cash.
The expiration date moved from 5:00 p.m. New York City time on October 16, 2024 to 5:00 p.m. New York City time on October 22, 2024, and may be further extended.
The Consent Solicitations seeking to adopt Proposed Amendments to the ACI indentures were extended on the same schedule, solely for the Unconsented Series. The Proposed Amendments already have consents for the Consented Series and will only become operative upon settlement of the Exchange Offers. The Exchange Offers and Consent Solicitations are conditioned on the closing of the pending merger of a Kroger subsidiary with and into ACI, which Kroger cannot waive.
The filing states that 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 year 2024, and settlement is expected to occur promptly after the Expiration Date or on or about the merger closing date. Tenders may be withdrawn at or before the Expiration Date, but consents may not be withdrawn.
The offers were made under a confidential offering memorandum dated August 15, 2024, in a private offering, and the Kroger Notes have not been registered under the Securities Act of 1933. The filing also includes forward-looking statements that flag risks, including the completion of the merger, the regulatory approvals, and pending litigation challenging the merger.
02—Key points
Key Highlights
- Expiration date of the Exchange Offers and Consent Solicitations extended from 5:00 p.m. NYC time on October 16, 2024 to 5:00 p.m. NYC time on October 22, 2024, and may be further extended.
- Exchange Offers cover any and all outstanding ACI Notes for up to $7,441,608,000 aggregate principal amount of new Kroger notes plus cash.
- Consent Solicitations seek to adopt Proposed Amendments to the ACI indentures, solely for the Unconsented Series; requisite consents for the Consented Series were received as of August 29, 2024.
- Proposed Amendments become operative only upon settlement of the Exchange Offers, expected promptly after the Expiration Date.
- Offers are conditioned on the closing of the Kroger-ACI merger, which Kroger cannot waive; the merger closing is not conditioned on the Exchange Offers.
- 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 in the Consent Solicitations are not withdrawable.
03—Questions
Frequently Asked Questions
What did Kroger change in this filing?
Kroger extended the expiration date of its Exchange Offers and related Consent Solicitations for Albertsons Companies, Inc. notes from 5:00 p.m. NYC time on October 16, 2024 to 5:00 p.m. NYC time on October 22, 2024.
What are the Exchange Offers offering to ACI noteholders?
Holders of any and all outstanding ACI Notes may exchange them for up to $7,441,608,000 aggregate principal amount of new notes to be issued by Kroger, plus cash.
Is the Exchange Offer contingent on the merger closing?
Yes. The Exchange Offers and Consent Solicitations are conditioned on the closing of the merger of a Kroger subsidiary with ACI, a condition Kroger cannot waive. The filing states the merger closing is not conditioned on completion of the Exchange Offers or Consent Solicitations.
When is settlement expected to occur?
Settlement is expected to occur promptly after the Expiration Date and on or promptly after the merger closing date. If the other conditions are satisfied or waived at the Expiration Date, settlement will occur on or about the date the merger is consummated.
Can holders withdraw their tenders or consents?
Tenders of ACI Notes may be validly withdrawn at or before the Expiration Date. The filing states that consents delivered in the Consent Solicitations may not be withdrawn in this way.
04—Continue