Kroger Announces Results of Early Participation in Exchange Offers and Consent Solicitations for Albertsons Companies, Inc. Notes and Certain Amendments to the Exchange Offers and Consent Solicitations

Core Viewpoint - The Kroger Co. has successfully obtained the necessary consents to implement proposed amendments related to certain series of outstanding notes from Albertsons Companies, Inc. as part of its ongoing Exchange Offers and Consent Solicitations [1][2]. Summary by Sections Exchange Offers and Consent Solicitations - The Exchange Offers involve the exchange of up to $7,441,608,000 aggregate principal amount of new Kroger Notes for outstanding ACI Notes [1]. - As of the Early Participation Date,$6,819,427,000 of ACI Notes have been validly tendered, representing approximately 91.64% of the total outstanding [2]. Details of ACI Notes - The table provided outlines various series of ACI Notes, including their principal amounts and the percentage tendered: - 3.250% Senior Notes due 2026: $750,000,000 outstanding,$711,722,000 tendered (94.90%) [3]. - 7.500% Senior Notes due 2026: $600,000,000 outstanding,$584,411,000 tendered (97.40%) [3]. - 4.625% Senior Notes due 2027: $1,350,000,000 outstanding,$1,313,211,000 tendered (97.27%) [4]. Amendments and Waivers - The Company has waived the condition requiring requisite consents for each series of ACI Notes, allowing for acceptance of all validly tendered ACI Notes [6]. - The consideration for the Exchange Offers has been amended to allow Eligible Holders to receive $1,000 principal amount of Kroger Notes for each$1,000 principal amount of ACI Notes tendered [7]. Consent Payments and Deadlines - Eligible Holders who tendered ACI Notes before the Early Participation Date will receive a consent payment of $1.00 per$1,000 principal amount on the Settlement Date [9]. - The consent revocation deadline occurred at the earlier of the Early Participation Date or the execution date of the supplemental indenture [8]. Merger Context - The Exchange Offers and Consent Solicitations are part of the merger process where a wholly owned subsidiary of Kroger will merge with ACI, with ACI becoming a direct subsidiary of Kroger [11]. - The closing of the merger is not contingent upon the completion of the Exchange Offers or Consent Solicitations [12]. Eligibility and Documentation - Documents related to the Exchange Offers will only be distributed to eligible holders who confirm their status as qualified institutional buyers or non-U.S. persons [13].