Kroger Announces Extension of Exchange Offers and Consent Solicitations for Albertsons Companies, Inc. Notes

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CINCINNATI, Nov. 19, 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 November 20, 2024 to 5:00 p.m. New York City time on November 26, 2024 (as the same may be further extended, the "Expiration Date").

The Kroger Co. Logo (PRNewsfoto/The Kroger Co.)
The Kroger Co. Logo (PRNewsfoto/The Kroger Co.)

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made pursuant to the Exchange Offers (but not consents delivered pursuant to the Consent Solicitations) may be validly withdrawn at or prior to the Expiration Date.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.

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