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 October 28, 2024, to November 1, 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 coincide with the merger closing, anticipated in Q4 2024. As of August 29, 2024, the required consents were received for the Consented Series, with supplemental indentures executed. The exchange offers remain conditional upon the merger completion and other conditions that Kroger may waive.
Kroger ha prorogato la data di scadenza delle sue offerte di scambio e delle richieste di consenso per le note di Albertsons Companies dal 28 ottobre 2024 al 1 novembre 2024. Le offerte di scambio riguardano fino a 7,44 miliardi di dollari in valore nominale aggregato di nuove note Kroger e contante. Si prevede che la liquidazione avvenga dopo la data di scadenza e coincida con la chiusura della fusione, prevista nel quarto trimestre del 2024. A partire dal 29 agosto 2024, i consensi richiesti sono stati ricevuti per la Serie Consensita, con le modifiche supplementari eseguite. Le offerte di scambio rimangono soggette al completamento della fusione e ad altre condizioni che Kroger può rinunciare.
Kroger ha extendido la fecha de vencimiento de sus ofertas de intercambio y solicitudes de consentimiento para las notas de Albertsons Companies del 28 de octubre de 2024 al 1 de noviembre de 2024. Las ofertas de intercambio involucran hasta 7.44 mil millones de dólares en monto principal agregado de nuevas notas de Kroger y efectivo. Se espera que la liquidación ocurra después de la fecha de vencimiento y coincida con el cierre de la fusión, anticipada en el cuarto trimestre de 2024. A partir del 29 de agosto de 2024, se recibieron los consentimientos requeridos para la Serie Consentida, con las enmiendas suplementarias firmadas. Las ofertas de intercambio siguen siendo condicionales a la finalización de la fusión y a otras condiciones que Kroger puede renunciar.
Kroger는 Albertsons Companies의 노트에 대한 교환 제안 및 동의 요청의 만료 날짜를 2024년 10월 28일에서 2024년 11월 1일로 연장했습니다. 교환 제안은 새로운 Kroger 노트와 현금으로 총 74억 4천만 달러의 원금에 해당합니다. 결산은 만료일 이후에 이루어질 것으로 예상되며, 2024년 4분기에 예정된 합병 종료와 일치할 것입니다. 2024년 8월 29일 기준으로, 동의된 시리즈에 대한 요구된 동의가 접수되었으며, 보충 약혼도 체결되었습니다. 교환 제안은 합병 완료 및 Kroger가 포기할 수 있는 기타 조건에 따라 여전히 조건부입니다.
Kroger a prolongé la date d'expiration de ses offres d'échange et de ses demandes de consentement pour les billets de Albertsons Companies du 28 octobre 2024 au 1er novembre 2024. Les offres d'échange portent sur un montant principal total allant jusqu'à 7,44 milliards de dollars en nouvelles obligations Kroger et en espèces. Le règlement est prévu après la date d'expiration et doit coïncider avec la clôture de la fusion, anticipée au quatrième trimestre de 2024. À partir du 29 août 2024, les consentements requis ont été reçus pour la série consentie, avec des actes supplémentaires signés. Les offres d'échange demeurent conditionnelles à l'achèvement de la fusion et à d'autres conditions que Kroger pourrait annuler.
Kroger hat das Ablaufdatum seiner Tauschangebote und Zustimmungsgesuche für die Albertsons Companies Anleihen von 28. Oktober 2024 auf 1. November 2024 verlängert. Die Tauschangebote betreffen bis zu 7,44 Milliarden US-Dollar an Gesamtnennbeträgen neuer Kroger-Anleihen und Bargeld. Die Abwicklung wird voraussichtlich nach dem Ablaufdatum erfolgen und mit dem Abschluss der Fusion, der im vierten Quartal 2024 erwartet wird, zusammenfallen. Zum 29. August 2024 wurden die erforderlichen Zustimmungen für die zugestimmte Serie eingeholt, und ergänzende Verträge wurden unterzeichnet. Die Tauschangebote bleiben unter dem Vorbehalt des Abschlusses der Fusion und anderer Bedingungen, auf die Kroger möglicherweise verzichtet.
- Received required consents for the Consented Series, indicating progress in the merger process
- Merger completion expected in Q4 2024, showing deal advancement
- Extension of exchange offers deadline could indicate slower than expected progress
- Settlement timing remains uncertain, dependent on merger completion
Insights
This extension of exchange offers for Albertsons' notes worth up to
The transaction's complexity lies in managing the substantial debt portfolio while ensuring compliance with securities regulations. The successful completion of these exchange offers is vital for post-merger financial integration, though not a condition for the merger itself. The Q4 2024 merger timeline remains unchanged, with the exchange settlement expected to coincide with the merger closing.
The structured approach to debt management, including the requirement for qualified institutional buyers, demonstrates careful financial planning to maintain stability through the transition. This strategic debt restructuring will significantly impact the combined entity's capital structure and future financial flexibility.
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
What is the new expiration date for Kroger's (KR) exchange offers for Albertsons notes?
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