CINCINNATI, Aug. 15,
2024 /PRNewswire/ -- The Kroger Co. (NYSE:KR)
("Kroger" or the "Company") announced today that it has commenced
private exchange offers to certain eligible holders ("Eligible
Holders") (each an "Exchange Offer" and, collectively, the
"Exchange Offers") for any and all outstanding notes (the "ACI
Notes") issued by Albertsons Companies, Inc. (NYSE:ACI) ("ACI"),
New Albertsons, L.P. ("NALP"), Safeway Inc. ("Safeway"),
Albertson's LLC ("Albertsons"), Albertsons Safeway LLC ("ASL") and
American Stores Company, LLC ("ASC," and together with ACI, NALP,
Safeway, Albertsons and ASL, the "Albertsons Issuing Entities"), 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.
As previously announced, on October 13,
2022, the Company entered into an agreement and plan of
merger (the "Merger Agreement"), by and among the Company, ACI and
Kettle Merger Sub, Inc., a wholly owned subsidiary of the Company
("Merger Sub"), pursuant to which Merger Sub will be merged with
and into ACI, with ACI surviving the merger as a direct, wholly
owned subsidiary of the Company (the "Merger"). The Exchange
Offers and Consent Solicitations (as defined herein) are being
conducted in connection with and are conditioned upon, among other
things, the completion of the Merger.
In conjunction with the Exchange Offers, the Company is
concurrently soliciting consents (each a "Consent Solicitation"
and, collectively, the "Consent Solicitations") to adopt certain
proposed amendments to each of the indentures (each an "ACI
Indenture" and, collectively, the "ACI Indentures") governing the
ACI Notes to, among other things, eliminate from each of the ACI
Indentures (i) substantially all of the restrictive covenants, (ii)
certain of the events which may lead to an "Event of Default,"
(iii) the reporting covenant, (iv) any restrictions on the
applicable ACI entities from consolidating with or merging into any
other person or conveying, transferring or leasing all or any of
their properties and assets to any person, (v) the covenant
requiring certain subsidiaries of ACI to guarantee certain of the
ACI Notes and (vi) any obligations to offer to repurchase the ACI
Notes upon certain change of control transactions along with
certain other ancillary amendments as further described in the
Offering Memorandum and Consent Solicitation Statement (as defined
below) (such amendments, with respect to the corresponding ACI
Indenture for that series and, together as the context requires the
"Proposed Amendments").
The Proposed Amendments with respect to each series of ACI Notes
issued by ACI, Safeway, ASC, Albertsons and ASL require the consent
of the holders of not less than a majority in principal amount of
the ACI Notes of each affected series then outstanding under the
applicable ACI Indenture voting as a separate class (the "ACI
Requisite Consents"). The Proposed Amendments with respect to the
ACI Notes issued by NALP require the consent of the holders of not
less than 66 2/3% in principal amount of the notes of each affected
series then outstanding under the indenture voting as a separate
class (the "NALP Requisite Consents" and, together with the ACI
Requisite Consents, the "Requisite Consents").
If the Requisite Consents are obtained for a particular series
of ACI Notes, any remaining ACI Notes for that series not tendered
and exchanged for Kroger Notes will be governed by the applicable
amended ACI Indenture. Each Exchange Offer and Consent Solicitation
is conditioned upon, among other things, the completion of the
other Exchange Offers and Consent Solicitations, although the
Company may waive such condition at any time with respect to an
Exchange Offer. Any waiver of a condition by the Company with
respect to an Exchange Offer will automatically waive such
condition with respect to the corresponding Consent Solicitation,
as applicable.
The following table sets forth the Consent Payment (as defined
herein), Exchange Consideration (as defined herein), Early
Participation Premium (as defined herein) and Total Consideration
(as defined herein) for each series of ACI Notes:
Title of Series
of
ACI Notes
|
|
Issuer(s)
|
|
CUSIP/ISIN
No.
|
|
Maturity
Date
|
|
Principal
Amount
Outstanding
|
|
Consent
Payment(1)
|
|
Exchange
Consideration(2)
|
|
Early
Participation
Premium(3)
|
|
Total
Consideration(4)
|
3.250% Senior
Notes due 2026
|
|
ACI,
NALP,
Safeway
and
Albertsons
|
|
144A: 013092 AF8 /
US013092AF88
Reg S: U0125L AG5 /
USU0125LAG50
|
|
03/15/2026
|
|
$750,000,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
3.250% Senior
Notes due 2026
|
|
$30 principal
amount of
Kroger
3.250% Senior
Notes due 2026
|
|
$1,000 principal
amount of
Kroger
3.250% Senior
Notes due 2026
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.500% Senior
Notes due 2026
|
|
ACI,
NALP,
Safeway
and
Albertsons
|
|
144A: 013092 AA9 /
US013092AA91
Reg S: U0125L AA8 /
USU0125LAA80
|
|
03/15/2026
|
|
$600,000,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
7.500% Senior
Notes due 2026
|
|
$30 principal
amount of
Kroger
7.500% Senior
Notes due 2026
|
|
$1,000 principal
amount of
Kroger
7.500% Senior
Notes due 2026
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.625% Senior
Notes due 2027
|
|
ACI,
NALP,
Safeway
and
Albertsons
|
|
144A: 013092 AC5 /
US013092AC57
Reg S: U0125L AC4 /
USU0125LAC47
JAN: U0125LAF7 /
USU0125LAF77
|
|
01/15/2027
|
|
$1,350,000,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
4.625% Senior
Notes due 2027
|
|
$30 principal
amount of
Kroger
4.625% Senior
Notes due 2027
|
|
$1,000 principal
amount of
Kroger
4.625% Senior
Notes due 2027
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.875% Senior
Notes due 2028
|
|
ACI,
NALP,
Safeway
and
Albertsons
|
|
144A: 013092 AB7 /
US013092AB74
Reg S: U0125L AB6 /
USU0125LAB63
|
|
02/15/2028
|
|
$750,000,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
5.875% Senior
Notes due 2028
|
|
$30 principal
amount of
Kroger
5.875% Senior
Notes due 2028
|
|
$1,000 principal
amount of
Kroger
5.875% Senior
Notes due 2028
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.500% Senior
Notes due 2028
|
|
ACI,
NALP,
Safeway,
Albertsons
and ASL
|
|
144A: 01309Q AA6 /
US01309QAA67
Reg S: U0126B AA9 /
USU0126BAA99
|
|
02/15/2028
|
|
$750,000,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
6.500% Senior
Notes due 2028
|
|
$30 principal
amount of
Kroger
6.500% Senior
Notes due 2028
|
|
$1,000 principal
amount of
Kroger
6.500% Senior
Notes due 2028
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.500% Senior
Notes due 2029
|
|
ACI,
NALP,
Safeway
and
Albertsons
|
|
144A: 013092 AG6 /
US013092AG61
Reg S: U0125L AH3 /
USU0125LAH34
DEC: U0125LAJ9 /
USU0125LAJ99
|
|
03/15/2029
|
|
$1,350,000,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
3.500% Senior
Notes due 2029
|
|
$30 principal
amount of
Kroger
3.500% Senior
Notes due 2029
|
|
$1,000 principal
amount of
Kroger
3.500% Senior
Notes due 2029
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.875% Senior
Notes due 2030
|
|
ACI,
NALP,
Safeway
and
Albertsons
|
|
144A: 013092 AE1 /
US013092AE14
Reg S: U0125L AE0 /
USU0125LAE03
|
|
02/15/2030
|
|
$1,000,000,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
4.875% Senior
Notes due 2030
|
|
$30 principal
amount of
Kroger
4.875% Senior
Notes due 2030
|
|
$1,000 principal
amount of
Kroger
4.875% Senior
Notes due 2030
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.450% Senior
Debentures
due 2027
|
|
Safeway
|
|
786514AS8 /
US786514AS84
|
|
09/15/2027
|
|
$
120,078,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
7.450% Senior
Notes due 2027
|
|
$30 principal
amount of
Kroger
7.450% Senior
Notes due 2027
|
|
$1,000 principal
amount of
Kroger
7.450% Senior
Notes due 2027
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.250% Senior
Debentures
due 2031
|
|
Safeway
|
|
786514BA6 /
US786514BA67
|
|
02/01/2031
|
|
$
261,099,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
7.250% Senior
Notes due 2031
|
|
$30 principal
amount of
Kroger
7.250% Senior
Notes due 2031
|
|
$1,000 principal
amount of
Kroger
7.250% Senior
Notes due 2031
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.000%
Debentures
due 2026
|
|
ASC
|
|
030096AF8 /
US030096AF88
|
|
06/01/2026
|
|
$ 2,902,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
8.000% Senior
Notes due 2026
|
|
$30 principal
amount of
Kroger
8.000% Senior
Notes due 2026
|
|
$1,000 principal
amount of
Kroger
8.000% Senior
Notes due 2026
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.100% Medium-
Term Notes,
Series B, due 2028
|
|
ASC
|
|
03009MBB1 /
US03009MBB19
|
|
03/20/2028
|
|
$ 756,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
7.100% Senior
Notes due 2028
|
|
$30 principal
amount of
Kroger
7.100% Senior
Notes due 2028
|
|
$1,000 principal
amount of
Kroger
7.100% Senior
Notes due 2028
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.500%
Debentures
due 2037
|
|
ASC
|
|
030096AH4 /
US030096AH45
|
|
05/01/2037
|
|
$ 143,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
7.500% Senior
Notes due 2037
|
|
$30 principal
amount of
Kroger
7.500% Senior
Notes due 2037
|
|
$1,000 principal
amount of
Kroger
7.500% Senior
Notes due 2037
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.110% Medium-
Term Notes,
Series B due 2027
|
|
NALP
|
|
01310QCH6 /
US01310QCH65
|
|
07/22/2027
|
|
$ 11,045,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
7.110% Senior
Notes due 2027
|
|
$30 principal
amount of
Kroger
7.110% Senior
Notes due 2027
|
|
$1,000 principal
amount of
Kroger
7.110% Senior
Notes due 2027
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.150% Medium-
Term Notes,
Series B due 2027
|
|
NALP
|
|
01310QCK9 /
US01310QCK94
|
|
07/23/2027
|
|
$ 310,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
7.150% Senior
Notes due 2027
|
|
$30 principal
amount of
Kroger
7.150% Senior
Notes due 2027
|
|
$1,000 principal
amount of
Kroger
7.150% Senior
Notes due 2027
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.560% Medium-
Term Notes,
Series B due 2027
|
|
NALP
|
|
01310QCL7 /
US01310QCL77
|
|
07/26/2027
|
|
$ 210,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
6.560% Senior
Notes due 2027
|
|
$30 principal
amount of
Kroger
6.560% Senior
Notes due 2027
|
|
$1,000 principal
amount of
Kroger
6.560% Senior
Notes due 2027
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.570% Medium-
Term Notes,
Series C due 2028
|
|
NALP
|
|
01310QCW3 /
US01310QCW33
|
|
02/23/2028
|
|
$ 24,278,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
6.570% Senior
Notes due 2028
|
|
$30 principal
amount of
Kroger
6.570% Senior
Notes due 2028
|
|
$1,000 principal
amount of
Kroger
6.570% Senior
Notes due 2028
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.520% Medium-
Term Notes,
Series C due 2028
|
|
NALP
|
|
01310QCZ6 /
US01310QCZ63
|
|
04/10/2028
|
|
$ 5,170,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
6.520% Senior
Notes due 2028
|
|
$30 principal
amount of
Kroger
6.520% Senior
Notes due 2028
|
|
$1,000 principal
amount of
Kroger
6.520% Senior
Notes due 2028
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.530% Medium-
Term Notes,
Series C due 2028
|
|
NALP
|
|
01310QCY9 /
US01310QCY98
|
|
04/10/2028
|
|
$ 12,000,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
6.530% Senior
Notes due 2028
|
|
$30 principal
amount of
Kroger
6.530% Senior
Notes due 2028
|
|
$1,000 principal
amount of
Kroger
6.530% Senior
Notes due 2028
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.625% Medium-
Term Notes,
Series C due 2028
|
|
NALP
|
|
01310QDB8 /
US01310QDB86
|
|
06/01/2028
|
|
$ 19,898,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
6.625% Senior
Notes due 2028
|
|
$30 principal
amount of
Kroger
6.625% Senior
Notes due 2028
|
|
$1,000 principal
amount of
Kroger
6.625% Senior
Notes due 2028
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.630% Medium-
Term Notes,
Series C due 2028
|
|
NALP
|
|
01310QDA0 /
US01310QDA04
|
|
06/02/2028
|
|
$ 6,000,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
6.630% Senior
Notes due 2028
|
|
$30 principal
amount of
Kroger
6.630% Senior
Notes due 2028
|
|
$1,000 principal
amount of
Kroger
6.630% Senior
Notes due 2028
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.750%
Debentures
due 2026
|
|
NALP
|
|
013104AC8 /
US013104AC87
|
|
06/15/2026
|
|
$ 56,536,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
7.750% Senior
Notes due 2026
|
|
$30 principal
amount of
Kroger
7.750% Senior
Notes due 2026
|
|
$1,000 principal
amount of
Kroger
7.750% Senior
Notes due 2026
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.450% Senior
Debentures
due 2029
|
|
NALP
|
|
013104AF1 /
US013104AF19
|
|
08/01/2029
|
|
$
127,206,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
7.450% Senior
Notes due 2029
|
|
$30 principal
amount of
Kroger
7.450% Senior
Notes due 2029
|
|
$1,000 principal
amount of
Kroger
7.450% Senior
Notes due 2029
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.700% Senior
Debentures
due 2030
|
|
NALP
|
|
013104AH7 /
US013104AH74
|
|
05/01/2030
|
|
$
135,098,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
8.700% Senior
Notes due 2030
|
|
$30 principal
amount of
Kroger
8.700% Senior
Notes due 2030
|
|
$1,000 principal
amount of
Kroger
8.700% Senior
Notes due 2030
and $1.00 in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.000% Senior
Debentures
due 2031
|
|
NALP
|
|
013104AL8 /
US013104AL86
|
|
05/01/2031
|
|
$
108,879,000
|
|
$1.00
|
|
$970 principal
amount of Kroger
8.000% Senior
Notes due 2031
|
|
$30 principal
amount of
Kroger
8.000% Senior
Notes due 2031
|
|
$1,000 principal
amount of
Kroger
8.000% Senior
Notes due 2031
and $1.00 in cash
|
|
|
(1)
|
For each $1,000
principal amount of ACI Notes validly tendered and not validly
withdrawn at or prior to the Early Participation Date (as defined
herein). On the Settlement Date (as defined herein), the Consent
Payment will be paid to each Eligible Holder (as defined herein)
that was the holder of record of such ACI Notes as of the Early
Participation Date, even if such Eligible Holder is no longer the
beneficial owner of such ACI Notes as of the Expiration Date (as
defined herein).
|
(2)
|
For each $1,000
principal amount of ACI Notes accepted for exchange.
|
(3)
|
For each $1,000
principal amount of ACI Notes validly tendered and not validly
withdrawn at or prior to the Early Participation Date. As discussed
in more detail in the Offering Memorandum and Consent Solicitation
Statement (as defined herein), each Eligible Holder that validly
tenders and does not validly withdraw ACI Notes at or prior to the
Early Participation Date will receive a unique voluntary offer
instruction number ("VOI number") with respect to the aggregate
principal amount of ACI Notes that such holder validly tendered at
or prior to the Early Participation Date (such VOI number, the
"Early Participation VOI Number") and such Early Participation VOI
Number shall evidence that such Eligible Holder was the holder of
record of such ACI Notes as of the Early Participation Date. On the
Settlement Date, the Early Participation Premium (as defined
herein) will be paid to each Eligible Holder that validly tenders
and did not validly withdraw ACI Notes at or prior to the Early
Participation Date and (A) does not validly withdraw such ACI Notes
at or prior to the Expiration Date or (B) if an Eligible Holder
validly withdraws such ACI Notes following the Early Participation
Date, each Eligible Holder that, prior to the Expiration Date, (i)
validly re-tenders, and does not validly withdraw, such ACI Notes
and (ii) submits the Early Participation VOI Number with respect to
such principal amount of ACI Notes tendered. In addition, an
Eligible Holder that acquires ACI Notes with an Early Participation
VOI Number after the Early Participation Date and validly tenders
and does not validly withdraw such ACI Notes at or prior to the
Expiration Date, along with the corresponding Early Participation
VOI Number, is also eligible to receive the Early Participation
Premium in addition to the Exchange Consideration (as defined
herein). To the extent an Eligible Holder validly tenders or
re-tenders ACI Notes with an Early Participation VOI Number at or
prior to the Expiration Date and the Early Participation VOI Number
submitted with such tenders or re-tenders corresponds to an
aggregate principal amount of ACI Notes that does not match the
aggregate principal amount of ACI Notes validly tendered, the
tender may be rejected or consideration received by such Eligible
Holder may be modified.
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(4)
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For each $1,000
principal amount of ACI Notes validly tendered and not validly
withdrawn at or prior to the Early Participation Date. Includes the
Consent Payment, the Exchange Consideration and the Early
Participation Premium. For the avoidance of doubt, unless the
Exchange Offers are amended, in no event will any holder of ACI
Notes receive more than $1,000 aggregate principal amount of Kroger
Notes for each $1,000 aggregate principal amount of ACI Notes
accepted for exchange.
|
The Exchange Offers and Consent Solicitations are being made
pursuant to the terms and subject to the conditions set forth in
the confidential exchange offer memorandum and consent solicitation
statement dated August 15, 2024 (the
"Offering Memorandum and Consent Solicitation Statement"),
including the closing of the Merger. Kroger generally may waive any
such condition at any time with respect to an Exchange Offer or
Consent Solicitation but may not waive the condition that the
Merger shall have been consummated. Any waiver of a condition by
Kroger with respect to an Exchange Offer will automatically waive
such condition with respect to the corresponding Consent
Solicitation, as applicable. In addition, Kroger may amend the
terms of any Exchange Offer or Consent Solicitation without
amending the terms of any other Exchange Offer or Consent
Solicitation, respectively. Any amendment of the terms of an
Exchange Offer by Kroger will automatically amend such terms with
respect to the corresponding Consent Solicitation, as applicable.
The closing of the Merger is not conditioned upon the
commencement or completion of the Exchange Offers or Consent
Solicitations.
Each Exchange Offer will expire at 5:00
p.m., New York City time,
on September 13, 2024, unless
extended or terminated (such date and time with respect to an
Exchange Offer, as may be extended for such Exchange Offer, the
"Expiration Date"). The Settlement Date (the "Settlement Date") for
the Exchange Offers will be promptly after the Expiration Date and
is expected to occur on or promptly after the closing date of the
Merger, which is expected to close during the fourth quarter of
calendar year 2024.
If an Eligible Holder tenders ACI Notes in an Exchange Offer,
such Eligible Holder will be deemed to have delivered its consent,
with respect to the aggregate principal amount of such tendered ACI
Notes, to the Proposed Amendments. Eligible Holders may not deliver
a consent in the Consent Solicitation without tendering ACI Notes
of the applicable series in the applicable Exchange Offer. Tendered
ACI Notes may be withdrawn at any time before the Expiration Date;
however, a valid withdrawal of the tendered ACI Notes after the
Consent Revocation Deadline will not be deemed a revocation of the
related consents and such consents will continue to be deemed
delivered. Consents may not be revoked after the earlier of
(i) 5:00 p.m., New York City time, on August 28, 2024, unless extended or terminated
(such date and time with respect to an Exchange Offer and Consent
Solicitation, as the same may be extended for such Exchange Offer
and Consent Solicitation, the "Early Participation Date"), and (ii)
the date the applicable supplemental indenture to the corresponding
ACI Indenture implementing the applicable Proposed Amendments is
executed by all applicable parties (the earlier of (i) and (ii),
the "Consent Revocation Deadline").
For each $1,000 principal amount
of ACI Notes validly tendered and not validly withdrawn at or prior
to the Early Participation Date, Eligible Holders of ACI Notes will
be eligible to receive the total consideration set out in the table
above (the "Total Consideration"), which includes a consent payment
of $1.00 in cash (the "Consent
Payment"), an early participation premium of $30.00 principal amount of Kroger Notes (the
"Early Participation Premium") and exchange consideration of
$970.00 principal amount of Kroger
Notes (the "Exchange Consideration"). To be eligible to receive the
Total Consideration, Eligible Holders must have validly tendered
and not validly withdrawn their ACI Notes at or prior to the Early
Participation Date and either (i) must not have validly withdrawn
such ACI Notes between the Early Participation Date and the
Expiration Date or (ii) if such Eligible Holder has validly
withdrawn such ACI Notes after the Early Participation Date,
validly re-tender such ACI Notes at or prior to the Expiration Date
following the tender procedures described in the Offering
Memorandum and Consent Solicitation Statement. To be eligible to
receive the applicable Early Participation Premium, Eligible
Holders must validly tender and not validly withdraw their ACI
Notes of the applicable series at or prior to the Early
Participation Date. In addition, an Eligible Holder who acquires
ACI Notes after the Early Participation Date and validly tenders
and does not validly withdraw such ACI Notes prior to the
Expiration Date is also eligible to receive the Early Participation
Premium in addition to the Exchange Consideration if such ACI Notes
were originally validly tendered and not validly withdrawn at or
prior to the Early Participation Date, subject to the tender
procedures described in the Offering Memorandum and Consent
Solicitation Statement. Eligible Holders who acquire ACI Notes
following the Early Participation Date will not be eligible to
receive the Consent Payment with respect to such ACI Notes (and
therefore, will not be eligible to receive the Total Consideration
with respect to such ACI Notes). For the avoidance of doubt, unless
the Exchange Offers are amended, in no event will any holder of ACI
Notes receive more than $1,000
aggregate principal amount of Kroger Notes for each $1,000 aggregate principal amount of ACI Notes
accepted for exchange.
For each $1,000 principal amount
of ACI Notes validly tendered and not validly withdrawn after the
Early Participation Date and prior to the Expiration Date, Eligible
Holders of ACI Notes will be eligible to receive the Exchange
Consideration. To be eligible to receive the Exchange
Consideration, Eligible Holders must validly tender (and not
validly withdraw) their ACI Notes at or prior to the Expiration
Date. An Eligible Holder that validly tenders ACI Notes and
delivers a consent prior to the Early Participation Date, but
withdraws its tender of such ACI Notes after the Early
Participation Date but prior to the Expiration Date, will receive
the Consent Payment, even if such Eligible Holder is no longer the
beneficial owner of such ACI Notes on the Expiration Date. An
Eligible Holder that first validly tenders ACI Notes after the
Early Participation Date will not receive the Consent Payment.
Each new series of Kroger Notes will have the same interest
rate, maturity date, redemption terms and interest payment dates as
the corresponding series of ACI Notes for which they are being
offered in exchange.
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 and Consent Solicitation
Statement, copies of which may be obtained by contacting Global
Bondholder Services Corporation, 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 Consent
Solicitation Statement 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 and Consent
Solicitation Statement, 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, 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 and Consent
Solicitation Statement, 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.