Kroger Extends Expiration Date for Exchange Offers and Consent Solicitations

On November 19th, 2024, The Kroger Co. (NYSE:KR) revealed the extension of the expiration date for the previously announced offers to exchange any and all outstanding notes issued by Albertsons Companies, Inc. for new notes issued by Kroger and cash. This extension, named collectively as the “Exchange Offers,” provides an opportunity for up to $7,441,608,000 aggregate principal amount to be exchanged.

The related solicitations of consents, known as the “Consent Solicitations,” aim to adopt proposed amendments to the indentures governing the ACI Notes. These proposed amendments are pertinent to the Unconsented Series with respect to the ACI Notes’ indentures. The expiration date for these solicitations has been prolonged, moving from 5:00 p.m., New York City time, on November 20, 2024, to 5:00 p.m., New York City time, on November 26, 2024.

The Exchange Offers and Consent Solicitations were initiated in connection with the impending merger between a wholly owned subsidiary of Kroger and ACI, where ACI will continue post-merger as a direct, wholly owned subsidiary of Kroger. These offers are exclusively offered under specific terms and conditions detailed in the confidential offering memorandum issued on August 15, 2024, and are expected to conclude promptly following the Expiration Date and after the merger’s closing.

The settlement of these Exchange Offers and Consent Solicitations is anticipated to occur shortly after the Expiration Date and align with the closing date of the merger. The date might extend further as indicated by Kroger, with prior notice provided.

Kindly note, all specifics of the Exchange Offers and Consent Solicitations, except those outlined in this extension announcement, remain unaltered.

Documents concerning these offers and solicitations will be distributed solely to eligible holders of ACI Notes after submitting an eligibility certificate confirming compliance with the necessary criteria. For full terms and conditions, interested parties may contact the exchange agent and information agent at the provided numbers or email.

This news release is not a solicitation for the purchase or sale of any securities. All transactions will be conducted in adherence to applicable laws and regulations. The Kroger Notes offered in the Exchange Offers are not registered and subject to specific regulatory conditions before sale in the United States.

For further information, media inquiries can be directed to Erin Rolfes, Director of Corporate Communications & Media Relations, at [email protected], while investor-related queries can be forwarded to Rob Quast, Senior Director of Investor Relations, at [email protected].

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.

Kroger Company Profile

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.