CINCINNATI, Dec. 2, 2024
/PRNewswire/ --The Kroger Co. (NYSE:KR) (the "Company" or "Kroger")
announced today that it has extended the expiration date of the
previously announced offers to exchange (the "Exchange Offers") any
and all outstanding notes (the "ACI Notes") of Albertsons
Companies, Inc. (NYSE:ACI) ("ACI"), New Albertsons, L.P., Safeway
Inc., Albertson's LLC, Albertsons Safeway LLC and American Stores
Company, LLC, as applicable, for up to $7,441,608,000 aggregate principal amount of new
notes to be issued by the Company (the "Kroger Notes") and cash.
Additionally, Kroger announced today that it has extended the
expiration date for the related solicitations of consents
(collectively, the "Consent Solicitations") to adopt certain
proposed amendments (the "Proposed Amendments") to the indentures
(collectively, the "ACI Indentures") governing the ACI Notes,
solely with respect to the Unconsented Series (as defined in the
Company's press release issued on September
11, 2024). The Company hereby extends such expiration date
from 5:00 p.m. New York City time on December 3, 2024 to 5:00
p.m. New York City time on
December 9, 2024 (as the same may be
further extended, the "Expiration Date").
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be validly withdrawn at or prior to the Expiration Date.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 "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 contact@gbsc-usa.com. The eligibility certificate is
available electronically at:
https://gbsc-usa.com/eligibility/kroger and is also available by
contacting Global Bondholder Services Corporation.
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 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.
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 U.S. Securities and Exchange
Commission, could also cause actual results to differ materially
from those set forth in the forward-looking information.
Accordingly, actual events and results may vary significantly from
those included in, contemplated or implied by forward-looking
statements made by Kroger or Kroger's representatives. The Company
undertakes no obligation to update the forward-looking information
contained in this press release.
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SOURCE The Kroger Co.
