01—Abstract
Summary
Summary of the 8-K filed December 6, 2024. Cited figures are marked; the original filing is the authoritative source.
The Kroger Co. (KR) filed this Form 8-K under Item 8.01 (Other Events) to report that it has extended the expiration date of its offers to exchange 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 related consent solicitations, which seek to adopt proposed amendments to the ACI indentures solely for the Unconsented Series, was also extended. The Expiration Date moved from 5:00 p.m. New York City time on December 9, 2024 to 5:00 p.m.
New York City time on December 13, 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 filing 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 2024.
Settlement of the exchange offers is expected promptly after the Expiration Date and on or promptly after the merger closing date. As of August 29, 2024, the requisite consents were received for the Consented Series, and supplemental indentures implementing the Proposed Amendments were executed for those series.
The Proposed 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 Tenders may be withdrawn at or before the Expiration Date, but consents may not be withdrawn.
02—Key points
Key Highlights
- Kroger extended the Expiration Date of its exchange offers for ACI notes from December 9, 2024 to December 13, 2024, 5:00 p.m. New York City time, and it may be extended further.
- The exchange offers cover up to $7,441,608,000 aggregate principal amount of ACI notes, exchanged for new Kroger notes and cash.
- Consent solicitations to amend the ACI indentures were also extended, solely for the Unconsented Series.
- Requisite consents were received as of August 29, 2024 for the Consented Series, and supplemental indentures were executed for those series.
- The exchange offers are conditioned on the closing of Kroger's merger with ACI, a condition Kroger may not waive, but the merger closing is not conditioned on the exchange offers.
- The merger is expected to close in the fourth quarter of calendar 2024, with exchange settlement expected on or promptly after the Expiration Date and the merger closing date.
- Tenders may be withdrawn at or before the Expiration Date, while consents delivered in the consent solicitations may not be withdrawn.
03—Questions
Frequently Asked Questions
What is the new expiration date for the Kroger exchange offers for ACI notes?
The Expiration Date was extended from 5:00 p.m. New York City time on December 9, 2024 to 5:00 p.m. New York City time on December 13, 2024, and the filing states it may be further extended.
How much ACI debt is covered by the exchange offers?
The exchange offers cover up to $7,441,608,000 aggregate principal amount of ACI notes, in exchange for new notes to be issued by Kroger and cash.
Does the merger depend on the exchange offers completing?
No. The filing states that the closing of the merger is not conditioned upon the completion of the Exchange Offers or Consent Solicitations, although the exchange offers are conditioned on the merger closing.
When are the exchange offers expected to settle?
Settlement is expected to occur promptly after the Expiration Date and on or promptly after the closing date of the merger, which is expected to close in the fourth quarter of calendar 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.
04—Continue