01—Abstract
Summary
Summary of the 8-K filed December 2, 2024. Cited figures are marked; the original filing is the authoritative source.
On December 2, 2024, The Kroger Co. announced it has extended the expiration date of its exchange offers for any and all outstanding notes issued by Albertsons Companies, Inc. (ACI) and related entities, for up to $7,441,608,000a aggregate principal amount of new Kroger notes and cash.
The expiration date for the exchange offers and the related consent solicitations was moved from 5:00 p.m. New York City time on December 3, 2024 to 5:00 p.m. New York City time on December 9, 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 would merge with ACI, leaving ACI as a direct, wholly owned subsidiary of Kroger. The merger condition cannot be waived by Kroger, and the filing states that the merger is expected to close in the fourth quarter of calendar 2024. The merger's closing is not conditioned on completion of the exchange offers or consent solicitations.
Settlement is expected promptly after the expiration date, on or about the merger closing date if other conditions are met. 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Tenders may be withdrawn at or before the expiration date, but consents may not. The offers are made privately and only to eligible holders, and the Kroger notes are unregistered under the Securities Act.
02—Key points
Key Highlights
- Kroger extended the expiration date of its exchange offers for ACI notes from December 3, 2024 to 5:00 p.m. New York City time on December 9, 2024, subject to further extension.
- The exchange offers cover up to $7,441,608,000 aggregate principal amount of new Kroger notes and cash, in exchange for outstanding ACI notes.
- The consent solicitations for the Unconsented Series of ACI indentures were also extended to December 9, 2024.
- The exchange offers are conditioned on the closing of Kroger's merger with ACI, a condition Kroger cannot waive; the merger is expected to close in Q4 2024.
- The merger closing is not conditioned on completion of the exchange offers or consent solicitations.
- Requisite consents were received as of August 29, 2024 for the Consented Series, and supplemental indentures were executed, with amendments operative only upon settlement.
- Kroger's new notes have not been registered under the Securities Act and are offered only to qualified institutional buyers or eligible non-U.S. persons.
03—Questions
Frequently Asked Questions
Why was the expiration date of the exchange offers extended?
The filing states that Kroger extended the expiration date from 5:00 p.m. New York City time on December 3, 2024 to 5:00 p.m. New York City time on December 9, 2024. It also notes the expiration date may be further extended, and that Kroger anticipates giving notice of any such extension in advance.
Is the completion of the ACI merger dependent on the exchange offers?
No. The filing states that the closing of the Merger is not conditioned upon the completion of the Exchange Offers or Consent Solicitations. The exchange offers are conditioned on the Merger closing, which Kroger cannot waive.
When is the ACI merger expected to close?
The press release states that the Merger is expected to close during the fourth quarter of calendar year 2024.
Can holders withdraw their tenders or consents?
Tenders of ACI notes may be validly withdrawn at or prior to the Expiration Date. The filing states that consents delivered in the Consent Solicitations are not subject to this withdrawal right.
What is the status of the proposed amendments to the ACI indentures?
As of August 29, 2024, the requisite consents were received for the Consented Series, and supplemental indentures implementing the Proposed Amendments were executed. The amendments will only become operative upon settlement of the Exchange Offers, which is expected promptly after the Expiration Date.
04—Continue