Kroger Announces Extension of Exchange Offers and Consent Solicitations for Albertsons Companies, Inc. Notes
Kroger has extended the expiration date of its exchange offers and consent solicitations for Albertsons Companies notes from November 14 to November 20, 2024. The exchange offers involve up to $7.44 billion in aggregate principal amount of new Kroger notes and cash. The settlement is expected to occur after the expiration date and the closing of the merger, anticipated in Q4 2024. As of August 29, the required consents were received for the Consented Series, with supplemental indentures executed. The exchange offers remain conditional upon the merger closing, which cannot be waived by Kroger.
Kroger ha esteso la data di scadenza delle sue offerte di scambio e delle richieste di consenso per le note di Albertsons Companies dal 14 novembre al 20 novembre 2024. Le offerte di scambio coinvolgono un ammontare principale aggregato fino a 7,44 miliardi di dollari di nuove note Kroger e denaro contante. Si prevede che il contratto venga finalizzato dopo la data di scadenza e la conclusione della fusione, prevista nel quarto trimestre del 2024. A partire dal 29 agosto, i consensi richiesti sono stati ricevuti per la Serie Consensita, con le modifiche supplementari eseguite. Le offerte di scambio rimangono condizionate alla chiusura della fusione, che non può essere rinunciata da Kroger.
Kroger ha extendido la fecha de caducidad de sus ofertas de intercambio y solicitudes de consentimiento para los bonos de Albertsons Companies del 14 de noviembre al 20 de noviembre de 2024. Las ofertas de intercambio implican un monto total de hasta 7.44 mil millones de dólares en principal agregado de nuevos bonos de Kroger y efectivo. Se espera que la liquidación ocurra después de la fecha de caducidad y el cierre de la fusión, anticipado para el cuarto trimestre de 2024. A partir del 29 de agosto, se recibieron los consentimientos requeridos para la Serie Consentida, con las escrituras suplementarias firmadas. Las ofertas de intercambio siguen siendo condicionales al cierre de la fusión, que no puede ser renunciado por Kroger.
Kroger는 Albertsons Companies의 채권에 대한 교환 제안과 동의 요청의 만료 날짜를 2024년 11월 14일에서 2024년 11월 20일로 연장했습니다. 교환 제안에는 최대 74억 4천만 달러의 새로운 Kroger 채권과 현금의 총 원금 금액이 포함됩니다. 합병 마감 이후 만료 날짜 후에 결제될 것으로 예상됩니다. 2024년 4분기에 합병이 예상됩니다. 8월 29일 기준으로 동의한 시리즈에 대한 필요한 동의가 접수되었으며, 보충 계약이 체결되었습니다. 교환 제안은 합병 마감에 따라 달라지며, Kroger는 이를 포기할 수 없습니다.
Kroger a prolongé la date d'expiration de ses offres d'échange et de ses solicitations de consentement pour les obligations d'Albertsons Companies du 14 novembre au 20 novembre 2024. Les offres d'échange concernent un montant principal total pouvant atteindre 7,44 milliards de dollars en nouvelles obligations Kroger et en espèces. Le règlement devrait avoir lieu après la date d'expiration et la clôture de la fusion, prévue pour le quatrième trimestre 2024. À la date du 29 août, les consentements requis ont été reçus pour la série consentie, avec les actes supplémentaires exécutés. Les offres d'échange restent soumises à la clôture de la fusion, qui ne peut être renoncée par Kroger.
Kroger hat das Ablaufdatum seiner Austauschangebote und Zustimmungsanträge für die Anleihen von Albertsons Companies vom 14. November auf den 20. November 2024 verlängert. Die Austauschangebote beinhalten einen Gesamtnennbetrag von bis zu 7,44 Milliarden Dollar neuer Kroger-Anleihen und Bargeld. Es wird erwartet, dass die Abwicklung nach dem Ablaufdatum und dem Abschluss der Fusion erfolgt, welcher im 4. Quartal 2024 erwartet wird. Stand 29. August wurden die erforderlichen Zustimmungen für die zustimmenden Serien erhalten und die ergänzenden Urkunden unterzeichnet. Die Austauschangebote bleiben von der Schließung der Fusion abhängig, auf die Kroger nicht verzichten kann.
- Received required consents for implementing amendments to certain note series
- Progress towards $7.44 billion note exchange supporting merger financing
- Extension of exchange offer deadline indicates potential delays in process completion
- Settlement timing remains uncertain, dependent on merger closing
Insights
This extension of exchange offers for Albertsons' notes worth up to
The settlement timing is linked to the merger closing, expected in Q4 2024. This debt restructuring is vital for the
The exchange offers' structure demonstrates careful compliance with securities regulations, particularly Rule 144A and Regulation S. The notes are being offered only to qualified institutional buyers and non-U.S. persons, with strict eligibility verification requirements. This approach helps manage regulatory risk while restructuring significant debt obligations.
The supplemental indentures implementing amendments for consented series and the conditional nature of these amendments show sophisticated legal structuring. The ability to withdraw tenders but not consents and the clear separation of merger closing from exchange offer completion, provides important flexibility while protecting both companies' interests in this complex transaction.
As of August 29, 2024, the requisite number of consents were received to adopt the Proposed Amendments with respect to the Consented Series (as defined in the Company's press release issued on September 11, 2024), and the relevant parties had executed supplemental indentures to the applicable ACI Indentures implementing the Proposed Amendments. The Proposed Amendments will only become operative upon the settlement of the Exchange Offers, which is expected to occur promptly after the Expiration Date.
Tenders of ACI Notes made pursuant to the Exchange Offers (but not consents delivered pursuant to the Consent Solicitations) may be validly withdrawn at or prior to the Expiration Date.
The Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions described in the confidential offering memorandum and consent solicitation statement dated August 15, 2024 (the "Offering Memorandum"), as amended by subsequent related press releases issued by the Company and as further amended by this press release, and is conditioned upon the closing of the merger of a wholly owned subsidiary of the Company with and into ACI, with ACI surviving the merger as a direct, wholly owned subsidiary of the Company (the "Merger"), which condition may not be waived by Kroger, and certain other conditions that may be waived by Kroger. The closing of the Merger is not conditioned upon the completion of the Exchange Offers or Consent Solicitations.
The settlement of the Exchange Offers and Consent Solicitations is expected to occur promptly after the Expiration Date and is expected to occur on or promptly after the closing date of the Merger. The Merger is expected to close during the fourth quarter of calendar year 2024 and, as a result, the Expiration Date may be further extended by the Company. Kroger currently anticipates providing notice of any such extension in advance of the Expiration Date. If, at the Expiration Date, the conditions to the Exchange Offers and Consent Solicitations (other than the consummation of the Merger) have been satisfied or waived, then settlement will occur on or about the date that the Merger is consummated.
Except as described in this press release and the Company's related press releases regarding the Exchange Offers, all other terms of the Exchange Offers and Consent Solicitations remain unchanged.
Documents relating to the Exchange Offers and Consent Solicitations will only be distributed to eligible holders of ACI Notes who complete and return an eligibility certificate confirming that they are either a "qualified institutional buyer" under Rule 144A or not a "
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Exchange Offers and Consent Solicitations are being made solely pursuant to the Offering Memorandum and only to such persons and in such jurisdictions as are permitted under applicable law.
The Kroger Notes offered in the Exchange Offers have not been registered under the Securities Act of 1933, as amended, or any state securities laws. Therefore, the Kroger Notes may not be offered or sold in
About Kroger
At The Kroger Co. (NYSE:KR), we are dedicated to our Purpose: to Feed the Human Spirit™. We are, across our family of companies nearly 420,000 associates who serve over eleven million customers daily through a seamless digital shopping experience and retail food stores under a variety of banner names, serving America through food inspiration and uplift, and creating #ZeroHungerZeroWaste communities.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended. These statements are based on Kroger's assumptions and beliefs in light of the information currently available to the Company. These statements are subject to a number of known and unknown risks, uncertainties and other important factors, including the risks and other factors discussed in the "Risk Factors" section of the Offering Memorandum, that could cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied by such forward looking statements. Such statements are indicated by words or phrases such as "achieve," "affect," "anticipate," "assumptions," "believe," "committed," "continue," "could," "deliver," "effect," "enable," "estimate," "expects," "future," "goal," "growth," "guidance," "intended," "likely," "maintain," "may," "model," "plan," "position," "program," "result," "strategy," "strong," "trend," "will" and "would," and variations of such words and similar phrases. Forward-looking statements are subject to inherent risks and uncertainties. Various uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. These include:
- the extent to which Kroger's sources of liquidity are sufficient to meet its requirements may be affected by the state of the financial markets and the effect that such condition has on its ability to issue commercial paper at acceptable rates. Kroger's ability to borrow under its committed lines of credit, including its bank credit facilities, could be impaired if one or more of Kroger's lenders under those lines is unwilling or unable to honor its contractual obligation to lend to Kroger, or in the event that global pandemics, natural disasters or weather conditions interfere with the ability of Kroger lenders to lend to Kroger. Kroger's ability to refinance maturing debt may be affected by the state of the financial markets;
- Kroger's ability to achieve sales, earnings, incremental FIFO operating profit, and adjusted free cash flow goals, which may be affected by: its proposed transaction with ACI including, among other things, Kroger's ability to consummate the proposed transaction and related divestiture plan, including on the terms of the Merger Agreement and divestiture plan, on the anticipated timeline, with the required regulatory approvals, and/or resolution of pending litigation challenging the Merger; labor negotiations; potential work stoppages; changes in the unemployment rate; pressures in the labor market; changes in government-funded benefit programs; changes in the types and numbers of businesses that compete with us; pricing and promotional activities of existing and new competitors, and the aggressiveness of that competition; Kroger's response to these actions; the state of the economy, including interest rates, the inflationary, disinflationary and/or deflationary trends and such trends in certain commodities, products and/or operating costs; the geopolitical environment including wars and conflicts; unstable political situations and social unrest; changes in tariffs; the effect that fuel costs have on consumer spending; volatility of fuel margins; manufacturing commodity costs; supply constraints; diesel fuel costs related to Kroger's logistics operations; trends in consumer spending; the extent to which Kroger's customers exercise caution in their purchasing in response to economic conditions; the uncertainty of economic growth or recession; stock repurchases; changes in the regulatory environment in which Kroger operates; Kroger's ability to retain pharmacy sales from third party payors; consolidation in the healthcare industry, including pharmacy benefit managers; Kroger's ability to negotiate modifications to multi-employer pension plans; natural disasters or adverse weather conditions; the effect of public health crises or other significant catastrophic events; the potential costs and risks associated with potential cyber-attacks or data security breaches; the success of Kroger's future growth plans; the ability to execute Kroger's growth strategy and value creation model, including continued cost savings, growth of Kroger's alternative profit businesses, and Kroger's ability to better serve its customers and to generate customer loyalty and sustainable growth through its strategic pillars of Fresh, Our Brands, Data & Personalization, and Seamless; the successful integration of merged companies and new partnerships; Kroger's ability to maintain an investment grade credit rating; and the risks relating to or arising from its proposed nationwide opioid litigation settlement, including our ability to finalize and effectuate the settlement, the scope and coverage of the ultimate settlement and the expected financial or other impacts that could result from the settlement;
- Kroger's ability to achieve these goals may also be affected by its ability to manage the factors identified above. Kroger's ability to execute its financial strategy may be affected by its ability to generate cash flow;
- Kroger's effective tax rate may differ from the expected rate due to changes in tax laws or policies, the status of pending items with various taxing authorities, and the deductibility of certain expenses; and
- the outcome of the Exchange Offers and Consent Solicitations.
The Company cannot fully foresee the effects of changes in economic conditions on Kroger's business. Other factors and assumptions not identified above, including those discussed in the "Risk Factors" section of the Offering Memorandum, the "Risk Factors" section in Kroger's most recently filed Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and in any subsequent documents that Kroger files with the
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SOURCE The Kroger Co.
FAQ
When is the new expiration date for Kroger's (KR) exchange offers for Albertsons notes?
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