Kroger announces extension of exchange offers, consent solicitations for Albertsons Co.’s notes
Kroger announced that it has extended the expiration date of the previously announced offers to exchange any and all outstanding notes of Albertsons Co.'s, New Albertsons, Safeway, Albertson's, Albertsons Safeway and American Stores, as applicable, for up to $7,441,608,000 aggregate principal amount of new notes to be issued by the company and cash.
Additionally, Kroger announced that it has extended the expiration date for the related solicitations of consents to adopt certain proposed amendments to the indentures governing the ACI Notes, solely with respect to the Unconsented Series (as defined in the company's press release issued on Sept, 11, 2024). The company hereby extends such expiration date from 5:00 p.m. New York City time on Sept. 27, 2024 to 5:00 p.m. New York City time on Oct, 3, 2024 (as the same may be further extended, the "Expiration Date").
As of Aug. 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 Sept. 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.
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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made pursuant to the Exchange Offers (but not consents delivered pursuant to the Consent Solicitations) may be validly withdrawn at or prior to the Expiration Date.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 Aug.15, 2024, 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.
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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 "U.S. person" and outside the United States under Regulation S for purposes of applicable securities laws. The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum, copies of which may be obtained by contacting the exchange agent and information agent in connection with the Exchange Offers and Consent Solicitations, at (855) 654-2015 (toll-free) or (212) 430-3774 (banks and brokers), or by email at [email protected]. The eligibility certificate is available electronically at: https://gbsc-usa.com/eligibility/kroger and is also available by contacting Global Bondholder Services Corporation.
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 the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws.
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