01—Abstract
Summary
Summary of the 8-K filed November 13, 2024. Cited figures are marked; the original filing is the authoritative source.
On November 13, 2024, The Kroger Co. announced it extended the expiration date of its exchange offers and consent solicitations for notes issued by Albertsons Companies, Inc. (ACI) and related ACI 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 14, 2024 to 5:00 p.m.
New York City time on November 20, 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 will merge with ACI, with ACI surviving as a wholly owned subsidiary of Kroger. The offers are conditioned on the merger closing, a condition Kroger cannot waive, but the merger closing is not conditioned on completion of the exchange offers.
Kroger expects the merger to close in the fourth quarter of calendar 2024. Settlement is expected promptly after the expiration date, on or about the merger closing date. The filing 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. Tenders may be withdrawn at or before the expiration date, but consents may not be withdrawn through that route.
02—Key points
Key Highlights
- Kroger extended the exchange offers for Albertsons Companies, Inc. notes for up to $7,441,608,000 aggregate principal amount of new Kroger notes plus cash.
- The expiration date moved from 5:00 p.m. NYC time on November 14, 2024 to 5:00 p.m. NYC time on November 20, 2024, and may be extended further.
- The exchange offers and consent solicitations are conditioned on the closing of Kroger's merger with ACI, a condition Kroger may not 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.
- Requisite consents for the Consented Series were received as of August 29, 2024, and supplemental indentures were executed; the Proposed Amendments become operative only upon settlement.
- Tenders of ACI notes may be withdrawn at or before the expiration date, but consents delivered in the consent solicitations may not be withdrawn through that route.
03—Questions
Frequently Asked Questions
What is the new expiration date for the Exchange Offers and Consent Solicitations?
The expiration date was extended from 5:00 p.m. New York City time on November 14, 2024 to 5:00 p.m. New York City time on November 20, 2024. The filing states it may be further extended.
What is Kroger offering in exchange for ACI notes?
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.
Does the exchange offer depend on the Albertsons merger closing?
Yes. The offers are conditioned on the closing of the merger of a Kroger wholly owned subsidiary with ACI, a condition Kroger may not waive. However, the merger closing is not conditioned on completion of the exchange offers or consent solicitations.
When will the exchange offers settle and when do the proposed amendments take effect?
Settlement is expected to occur promptly after the expiration date and on or about the merger closing date. The Proposed Amendments become operative only upon settlement of the Exchange Offers.
Can holders withdraw their tenders or consents?
Tenders of ACI notes made under the Exchange Offers may be validly withdrawn at or prior to the Expiration Date. The filing states that consents delivered under the Consent Solicitations are not subject to that withdrawal right.
04—Continue