01—Abstract
Summary
Summary of the 8-K filed October 21, 2024. Cited figures are marked; the original filing is the authoritative source.
The Kroger Co. announced on October 21, 2024 that it has extended the expiration date of its offers to exchange any and all outstanding notes issued by Albertsons Companies, Inc. and related issuing entities, for up to $7,441,608,000a aggregate principal amount of new Kroger notes and cash.
The expiration date was moved from 5:00 p.m. New York City time on October 22, 2024 to 5:00 p.m. New York City time on October 28, 2024, and may be further extended.
The Consent Solicitations seeking amendments to the Albertsons indentures for the Unconsented Series were extended on the same schedule. The exchange offers and consent solicitations are conditioned on the closing of Kroger's pending merger with Albertsons Companies, Inc., in which ACI would become a direct, wholly owned subsidiary of Kroger. The filing states that the merger condition may not be waived by Kroger, while the closing of the merger is not conditioned on completion of the exchange offers.
The merger is expected to close in the fourth quarter of calendar year 2024, and settlement of the exchanges is expected on or promptly after the merger closing date. 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 Tenders may be validly withdrawn at or before the Expiration Date, but consents delivered in the Consent Solicitations may not be withdrawn in that manner.
02—Key points
Key Highlights
- Kroger extended the expiration of its exchange offers for Albertsons Companies (ACI) notes from October 22, 2024 to 5:00 p.m. New York City time on October 28, 2024, and the date may be further extended.
- The exchange offers cover up to $7,441,608,000 aggregate principal amount of ACI notes, to be exchanged for new Kroger notes and cash.
- The exchange offers and consent solicitations are conditioned on the closing of Kroger's merger with ACI, a condition Kroger cannot waive; the merger closing itself is not conditioned on the exchange offers.
- The Kroger merger with ACI is expected to close in the fourth quarter of calendar year 2024.
- Requisite consents were received as of August 29, 2024 for the Consented Series, with supplemental indentures executed; the Proposed Amendments become operative only upon exchange settlement.
- Tenders of ACI notes may be withdrawn at or before the Expiration Date, but consents delivered in the Consent Solicitations cannot be withdrawn by tender withdrawal.
- The exchange offers are made privately to eligible holders (QIBs under Rule 144A or non-U.S. persons under Regulation S), and the Kroger notes are unregistered under the Securities Act of 1933.
03—Questions
Frequently Asked Questions
What did Kroger announce in this filing?
Kroger extended the expiration date of its exchange offers and related consent solicitations for notes issued by Albertsons Companies, Inc. and its affiliated issuing entities, moving the deadline from October 22, 2024 to October 28, 2024 at 5:00 p.m. New York City time.
How much ACI debt is covered by the exchange offers?
The exchange offers cover up to $7,441,608,000 aggregate principal amount of ACI notes, which Kroger would exchange for new Kroger notes and cash.
Does the exchange depend on the Albertsons merger closing?
Yes. The exchange offers and consent solicitations are conditioned on the closing of the merger of a Kroger subsidiary with ACI, and Kroger cannot waive that condition. The merger closing, however, is not conditioned on completion of the exchange offers.
When is the settlement of the exchanges expected?
Settlement is expected to occur promptly after the Expiration Date and on or promptly after the closing date of the merger. The merger is expected to close in the fourth quarter of calendar year 2024, and the Expiration Date may be extended further.
Can holders withdraw their tenders or consents?
Tendered ACI notes may be validly withdrawn at or before the Expiration Date. The filing specifies that consents delivered under the Consent Solicitations are excluded from this withdrawal right.
04—Continue