Kroger Extends Expiration Date for Exchange Offers and Consent Solicitations

On November 6, 2024, The Kroger Co. announced that it has extended the expiration date for the previously announced offers to exchange any and all outstanding notes issued by Albertsons Companies, Inc. for new notes to be issued by Kroger as well as cash. The Company also extended the expiration date for the related solicitations of consents to adopt proposed amendments to the indentures governing the ACI Notes.

These offers and solicitations are part of the pending merger between a wholly owned direct subsidiary of Kroger and Albertsons Companies, Inc., with Albertsons surviving as a direct, wholly owned subsidiary of Kroger. The Exchange Offers and Consent Solicitations are being made pursuant to terms described in the confidential offering memorandum and are expected to settle promptly after the Expiration Date and after the closing of the merger.

The offers, commenced in connection with the merger, pertain to a private offering exempt from registration under the Securities Act of 1933 and are conditioned upon the closing of the Merger. The settlement is anticipated to occur promptly after the Expiration Date and the closing date of the Merger.

The Exchange Offers and Consent Solicitations are subject to the conditions outlined in the confidential offering memorandum dated August 15, 2024, and any subsequent amendments. The completion of the transactions does not depend on the completion of the Exchange Offers or Consent Solicitations.

Documents related to these transactions will be distributed to eligible holders, and the terms and conditions are detailed in the Offering Memorandum. The Company made clear that the Exchange Offers are conditioned upon the completion of the merger with Albertsons Companies and other specified conditions.

Upon completion of the Merger, the Exchange Offers and Consent Solicitations are expected to settle. The Company highlighted that any future announcements of extensions to the Expiration Date would be provided in advance. The Company emphasized that all other terms of the Exchange Offers and Consent Solicitations remain unchanged.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Kroger’s 8K filing here.

About Kroger

The Kroger Co operates as a food and drug retailer in the United States. The company operates combination food and drug stores, multi-department stores, marketplace stores, and price impact warehouses. Its combination food and drug stores offer natural food and organic sections, pharmacies, general merchandise, pet centers, fresh seafood, and organic produce; and multi-department stores provide apparel, home fashion and furnishings, outdoor living, electronics, automotive products, and toys.