Kroger Extends Exchange Offers and Consent Solicitations for Albertsons Companies Notes

Kroger Extends Expiration Date for Exchange Offers and Consent Solicitations

The Kroger Co. (NYSE: KR) (“Kroger” or the “Company”) announced today an extension of the expiration date for its previously announced offers to exchange outstanding notes (the “ACI Notes”) from Albertsons Companies, Inc. (NYSE: ACI) (“ACI”) and its affiliates. The new expiration date for the Exchange Offers, which involve exchanging ACI Notes for new notes issued by Kroger (“Kroger Notes”) and cash, is now set for 5:00 p.m. New York City time on December 13, 2024. This extends the original expiration date of December 9, 2024.

Additionally, Kroger has extended the expiration date for related consent solicitations (the “Consent Solicitations”), aimed at adopting proposed amendments to the indentures governing the ACI Notes (the “ACI Indentures”). This extension applies only to the Unconsented Series, as defined in Kroger’s press release from September 11, 2024.

As of August 29, 2024, Kroger received the required number of consents for the Consented Series, and the relevant parties executed supplemental indentures to implement the proposed amendments. These amendments will take effect once the Exchange Offers are settled, expected to occur shortly after the new expiration date.

Tenders of ACI Notes made under the Exchange Offers may be withdrawn at or before the new expiration date. However, consent deliveries are not subject to withdrawal.

The Exchange Offers and Consent Solicitations are subject to the terms outlined in Kroger’s confidential offering memorandum and consent solicitation statement, dated August 15, 2024, and amended through subsequent press releases. These offers are contingent upon the closing of Kroger’s merger with ACI, which must occur for the Exchange Offers and Consent Solicitations to proceed. Importantly, the Merger’s closing is not conditioned on the completion of the Exchange Offers or Consent Solicitations.

The Exchange Offers and Consent Solicitations are expected to settle promptly after the Merger’s closing, which Kroger anticipates will occur in the fourth quarter of 2024. Should the Merger close later than expected, the expiration date may be extended further, with Kroger providing notice in advance of such an extension.

All other terms of the Exchange Offers and Consent Solicitations remain unchanged.

Documents relating to the Exchange Offers and Consent Solicitations will be available only to eligible holders of ACI Notes who complete an eligibility certificate. The full terms are described in the Offering Memorandum, which can be obtained by contacting the exchange and information agent at (855) 654-2015 (toll-free) or (212) 430-3774 (banks and brokers), or by emailing [email protected].

This press release does not constitute an offer to sell or solicit offers for the purchase of any securities. The Kroger Notes offered in the Exchange Offers are not registered under the Securities Act of 1933 and may not be sold in the United States without proper registration or an exemption.

About Kroger

The Kroger Co. (NYSE: KR) is dedicated to its purpose of feeding the human spirit™. With nearly 420,000 associates, Kroger serves over eleven million customers daily through a seamless digital and in-store experience. The company operates a variety of retail food stores across the country and works to build #ZeroHungerZeroWaste communities.

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