01—Abstract
Summary
Summary of the 8-K filed November 19, 2024. Cited figures are marked; the original filing is the authoritative source.
On November 19, 2024, The Kroger Co. announced it extended the expiration date of its exchange offers and related consent solicitations for notes issued by Albertsons Companies, Inc. (ACI) and related ACI issuing entities.
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 moved from 5:00 p.m. New York City time on November 20, 2024 to 5:00 p.m.
New York City time on November 26, 2024, and may be further extended. The consent solicitations seek to adopt proposed amendments to the ACI indentures, solely with respect to the Unconsented Series. The filing states that as of August 29, 2024, the requisite consents were received for the Consented Series, and supplemental indentures were executed.
The proposed amendments become operative only upon settlement of the exchange offers, which is expected promptly after the Expiration Date. The exchange offers are conditioned on the closing of Kroger's merger with ACI, in which ACI would survive as a direct, wholly owned subsidiary of Kroger. The filing states the merger is expected to close in the fourth quarter of calendar 2024.
The merger closing is not conditioned on completion of the exchange offers or consent solicitations. Tenders of ACI Notes may be withdrawn at or before the Expiration Date, but consents may not be withdrawn.
02—Key points
Key Highlights
- Expiration Date of the exchange offers and consent solicitations extended from November 20, 2024 to November 26, 2024, 5:00 p.m. New York City time
- Exchange offers cover up to $7,441,608,000 aggregate principal amount of ACI Notes, exchanged for new Kroger notes and cash
- Consents for the Consented Series were received as of August 29, 2024, and supplemental indentures were executed; amendments operate only upon settlement
- Exchange offers are conditioned on the closing of the Kroger-ACI merger, which Kroger cannot waive; the merger is not conditioned on the exchange offers
- Merger is expected to close in the fourth quarter of calendar 2024; the Expiration Date may be further extended, with notice expected in advance
- Tenders of ACI Notes may be withdrawn at or before the Expiration Date, but consents delivered in the consent solicitations are not withdrawable under this filing's terms
- Offers are made under a private offering exempt from Securities Act registration, and the new Kroger notes have not been registered under the Securities Act of 1933
03—Questions
Frequently Asked Questions
What changed in this filing?
The Expiration Date for the exchange offers and consent solicitations was extended from 5:00 p.m. New York City time on November 20, 2024 to 5:00 p.m. New York City time on November 26, 2024, and may be extended further.
What are the exchange offers for?
Kroger is offering to exchange any and all outstanding notes issued by Albertsons Companies, Inc. and related ACI issuing entities for up to $7,441,608,000 aggregate principal amount of new Kroger notes and cash.
Is the completion of the merger tied to the exchange offers?
No. The filing states that the closing of the merger is not conditioned upon completion of the Exchange Offers or Consent Solicitations. The exchange offers are conditioned on the merger closing.
When is settlement expected?
Settlement is expected to occur promptly after the Expiration Date and on or promptly after the closing date of the merger. If the other conditions are satisfied or waived at the Expiration Date, settlement will occur on or about the date the merger is consummated.
Who can receive the offering documents?
Documents will only be distributed to eligible holders who return an eligibility certificate confirming they are a qualified institutional buyer under Rule 144A or a non-U.S. person outside the United States under Regulation S.
04—Continue