01—Abstract
Summary
Summary of the 8-K filed November 6, 2024. Cited figures are marked; the original filing is the authoritative source.
On November 6, 2024, The Kroger Co. announced it extended the expiration date of its exchange offers and consent solicitations for notes issued by Albertsons Companies, Inc. (NYSE:ACI) and related issuing entities.
The exchange offers cover 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 November 7, 2024 to 5:00 p.m.
New York City time on November 14, 2024, and may be further extended. The exchange offers and consent solicitations are conditioned on the closing of the merger in which a wholly owned Kroger subsidiary merges with and into ACI, with ACI surviving as a direct, wholly owned subsidiary of Kroger. The merger condition cannot be waived by Kroger, while certain other conditions can be waived.
The press release states that the merger closing 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. Consents to the proposed amendments to the ACI indentures were received as of August 29, 2024 for the Consented Series, and supplemental indentures were executed. The amendments become operative only upon settlement of the exchange offers, which is expected promptly after the expiration date and on or about the merger closing date.
Tenders may be withdrawn at or before the expiration date, but consents may not be withdrawn. Other terms remain unchanged.
02—Key points
Key Highlights
- Kroger extended the expiration date of its exchange offers for Albertsons Companies notes from November 7, 2024 to November 14, 2024, at 5:00 p.m. New York City time.
- The exchange offers cover up to $7,441,608,000 aggregate principal amount of new Kroger notes, plus cash.
- Consent solicitations for proposed amendments to the ACI indentures were extended solely with respect to the Unconsented Series.
- Requisite consents for the Consented Series were received as of August 29, 2024, and supplemental indentures were executed; amendments become operative only upon settlement of the exchange offers.
- The exchange offers and consent solicitations are conditioned on the closing of the merger of a Kroger subsidiary with and into ACI, a condition Kroger cannot waive, but the merger closing is not conditioned on completion of the exchange offers.
- The merger is expected to close in the fourth quarter of calendar year 2024, and the expiration date may be further extended.
- Documents are distributed only to eligible holders (QIBs under Rule 144A or non-U.S. persons under Regulation S), and the Kroger notes are not registered under the Securities Act of 1933.
03—Questions
Frequently Asked Questions
What changed in the exchange offers announced on November 6, 2024?
The expiration date was extended from 5:00 p.m. New York City time on November 7, 2024 to 5:00 p.m. New York City time on November 14, 2024. The filing states that the expiration date may be further extended, and all other terms remain unchanged except as described in the press release.
What are holders of Albertsons Companies notes being offered?
Holders of ACI Notes are offered new notes to be issued by Kroger, for up to $7,441,608,000 aggregate principal amount, plus cash, in exchange for their outstanding ACI Notes.
Does the merger depend on the exchange offers succeeding?
No. The filing states that the closing of the merger is not conditioned upon the completion of the exchange offers or consent solicitations. Conversely, the exchange offers are conditioned on the merger closing, which Kroger cannot waive.
When can holders withdraw tenders or consents?
Tenders of ACI Notes may be validly withdrawn at or prior to the Expiration Date. The filing specifies that consents delivered in the Consent Solicitations are not subject to this withdrawal right.
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 during the fourth quarter of calendar year 2024. If the conditions other than the merger are satisfied or waived at the Expiration Date, settlement will occur on or about the date the merger is consummated.
04—Continue