01—Abstract
Summary
Summary of the 8-K filed October 25, 2024. Cited figures are marked; the original filing is the authoritative source.
The Kroger Co. filed this Form 8-K on October 25, 2024 under Item 8.01 (Other Events) to report that it has 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 moves from 5:00 p.m. New York City time on October 28, 2024 to 5:00 p.m.
New York City time on November 1, 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 and ACI survives as a wholly owned Kroger subsidiary. The filing states that the merger is expected to close in the fourth quarter of calendar 2024.
Consents for the Consented Series were received as of August 29, 2024, and supplemental indentures were executed, but the proposed amendments become operative only upon settlement of the exchange offers. Settlement is expected promptly after the expiration date, on or about the merger closing date. Tenders may be withdrawn at or before the expiration date, but consents may not be withdrawn.
The filing stresses that the merger closing is not conditioned on completion of the exchange offers or consent solicitations, while the merger condition itself cannot be waived by Kroger. The offers are made only to eligible holders under a private offering exempt from Securities Act registration, and the Kroger notes have not been registered under the Securities Act.
02—Key points
Key Highlights
- Kroger extended the expiration date of its exchange offers for ACI notes from October 28, 2024 to 5:00 p.m. New York City time on November 1, 2024.
- 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.
- Consents for the Consented Series were received as of August 29, 2024, and supplemental indentures were executed, but the proposed amendments take effect only upon settlement of the exchange offers.
- 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 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, and the expiration date may be further extended.
- Tenders of ACI notes may be withdrawn at or before the expiration date, but consents delivered pursuant to the consent solicitations may not be withdrawn.
03—Questions
Frequently Asked Questions
What is the new expiration date for the Kroger exchange offers?
The expiration date was extended from 5:00 p.m. New York City time on October 28, 2024 to 5:00 p.m. New York City time on November 1, 2024, and may be further extended by Kroger.
What are the Exchange Offers and Consent Solicitations?
Kroger is offering to exchange any and all outstanding ACI notes for up to $7,441,608,000 aggregate principal amount of new Kroger notes and cash. Related consent solicitations seek to adopt proposed amendments to the indentures governing the ACI notes, solely for the Unconsented Series.
Does the completion of the exchange offers affect the Albertsons merger?
No. The filing states that the closing of the merger is not conditioned on completion of the Exchange Offers or Consent Solicitations. The exchange offers are conditioned on the merger closing.
When is settlement expected to occur?
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.
Are the new Kroger notes registered for sale to the public?
No. The filing states the Kroger notes have not been registered under the Securities Act of 1933 or state securities laws, and are offered only to eligible holders under applicable exemptions, such as qualified institutional buyers under Rule 144A or non-U.S. persons under Regulation S.
04—Continue