Kroger 8-K Report, Corporate Update (Oct 31, 2024)

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 offers to exchange any and all outstanding notes issued by Albertsons Companies, Inc. (ACI) and related subsidiaries, for up to $7,441,608,000^a aggregate principal amount of new Kroger notes and cash.

The expiration date was moved from 5:00 p.m. New York City time on November 1, 2024 to 5:00 p.m. New York City time on November 7, 2024, and may be further extended.

The consent solicitations seeking amendments to the ACI indentures were extended on the same schedule, solely with respect to the Unconsented Series. The exchange offers and consent solicitations are conditioned on the closing of the pending merger between a wholly owned Kroger subsidiary and ACI, with ACI surviving as a wholly owned subsidiary of Kroger. The filing states that this merger condition may not be waived by Kroger, while certain other conditions may be waived.

The press release states that the closing of the merger is not conditioned on completion of the exchange offers or consent solicitations, and that the merger is expected to close in the fourth quarter of calendar year 2024. The filing also states that, 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, which is expected promptly after the Expiration Date. Tenders may be withdrawn at or before the Expiration Date, but consents may not.