Kroger extends period for exchange offers, consent solicitations for Albertsons Cos.

The Kroger Co. says it has extended the expiration date of previously announced offers to any and all outstanding notes of Albertsons Cos. Inc., New Albertsons LP, Safeway Inc., Albertson's LLC, Albertsons Safeway LLC and American Stores Co. LLC, 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 has extended the expiration date for the related solicitations of consents to adopt certain proposed amendments to the indentures governing the Albertsons Cos. Inc. notes, solely with respect to the unconsented series (as defined in the company's press release issued Sept. 11, 2024), according to a news release. The company said it extends such expiration date from 5 p.m. Eastern Time on Oct. 22, 2024, to 5 p.m. ET on Oct. 28, 2024.

As of Aug. 29, the requisite number of consents were received to adopt the proposed amendments with respect to the consented series, and the relevant parties had executed supplemental indentures to the applicable Albertsons Cos. Inc. indentures implementing the proposed amendments, according to Kroger. The proposed amendments will only become operative upon the settlement of the exchange offers, which is expected to occur promptly after the expiration Date, the release said.

Tenders of Albertsons Cos. Inc. 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made pursuant to the exchange offers (but not consents delivered pursuant to the consent solicitations) may be validly withdrawn at or prior to the expiration date, the release said.

Kroger said that 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 its current press release, and is conditioned upon the closing of the merger of a wholly owned subsidiary of the company with and into Albertsons Cos. Inc., with Albertsons Cos. Inc. surviving the merger as a direct, wholly owned subsidiary of the company, 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 release said.

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, according to the release. Kroger said 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 said it 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, the release said.

Except as described in the 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, the release said.

Documents relating to the exchange offers and consent solicitations will only be distributed to eligible holders of Albertsons Co. Inc. 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 U.S. under Regulation S for purposes of applicable securities laws, the release said. 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 or 212-430-3774 (banks and brokers), or by email at [email protected].

The eligibility certificate is available electronically at gbsc-usa.com/eligibility/kroger and is also available by contacting Global Bondholder Services Corp., the release said.