01—Abstract
Summary
Summary of the 8-K filed November 25, 2024. Cited figures are marked; the original filing is the authoritative source.
On November 25, 2024, The Kroger Co. announced that it has extended the expiration date of its exchange offers and consent solicitations related to outstanding notes issued by Albertsons Companies, Inc. (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 was moved from 5:00 p.m. New York City time on November 26, 2024 to 5:00 p.m.
New York City time on December 3, 2024, and may be further extended. The exchange offers and consent solicitations are tied to the pending merger in which a wholly owned Kroger subsidiary will merge with ACI, with ACI surviving as a direct, wholly owned subsidiary of Kroger. The filing states that the closing of the merger is not conditioned upon completion of the exchange offers or consent solicitations.
The merger is expected to close during the fourth quarter of calendar 2024, and settlement of the exchange offers is expected on or promptly after the expiration date and on or about the merger closing date. Regarding the proposed amendments to the ACI indentures, consents were received as of August 29, 2024 for the Consented Series, and supplemental indentures were executed for that series. The amendments will become operative only upon settlement of the exchange offers for the Unconsented Series.
Tenders may be withdrawn at or before the expiration date, but consents may not be withdrawn through that mechanism. The filing references Exhibit 99.1, a press release dated November 25, 2024, and the offering is made privately to eligible holders.
02—Key points
Key Highlights
- Kroger extended the expiration date of its exchange offers for Albertsons Companies (ACI) notes from November 26, 2024 to December 3, 2024, 5:00 p.m. New York City time, subject to further extension.
- The exchange offers cover up to $7,441,608,000 aggregate principal amount of new Kroger notes and cash.
- The exchange offers and consent solicitations are conditioned on the closing of Kroger's pending merger with ACI, which Kroger cannot waive; the merger closing is not conditioned on completion of the exchange offers.
- The merger is expected to close during the fourth quarter of calendar 2024, and Kroger may further extend the expiration date.
- Consents were received as of August 29, 2024 for the Consented Series, and related supplemental indentures were executed; the proposed amendments become operative only upon settlement of the exchange offers for the Unconsented Series.
- Tenders of ACI notes may be withdrawn at or before the expiration date, but consents delivered in the consent solicitations cannot be withdrawn through that mechanism.
- The offering is made privately under the August 15, 2024 Offering Memorandum and is limited to eligible holders (QIBs or non-U.S. persons under Regulation S); the Kroger notes are unregistered under the Securities Act.
03—Questions
Frequently Asked Questions
What did Kroger announce in this filing?
Kroger extended the expiration date of its exchange offers and related consent solicitations for notes issued by Albertsons Companies, Inc. and related entities, moving the date from 5:00 p.m. New York City time on November 26, 2024 to 5:00 p.m. New York City time on December 3, 2024.
How large are the exchange offers?
The exchange offers cover up to $7,441,608,000 aggregate principal amount of new notes to be issued by Kroger, along with cash.
Are the exchange offers tied to the Albertsons merger?
Yes. The exchange offers are conditioned on the closing of the merger of a Kroger subsidiary with and into ACI, which Kroger cannot waive. However, the filing states that the merger closing is not conditioned on completion of the exchange offers or consent solicitations.
When is settlement expected and when is the merger expected to close?
Settlement is expected to occur promptly after the expiration date and on or promptly after the merger closing date. The merger is expected to close during the fourth quarter of calendar year 2024, and the expiration date may be further extended.
What happens to the proposed amendments to the ACI indentures?
Consents for the Consented Series were received as of August 29, 2024, and supplemental indentures were executed for that series. The proposed amendments for the Unconsented Series will become operative only upon settlement of the exchange offers.
04—Continue