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Reiterates Commitment to Investing in America to Lower Grocery Prices, Raise Associate Wages, and Support Local Communities Highlights Resilience of Value Creation Model and Strong Momentum to Drive Long-term, Sustainable Growth Board of Directors Authorizes $7.5B Share Repurchase Program including $5B Accelerated Share Repurchase CINCINNATI , Dec. 11, 2024 /PRNewswire/ -- The Kroger Co. (NYSE: KR) today terminated its merger agreement with Albertsons after the U.S. District Court for the District of Oregon granted the Federal Trade Commission's request for a preliminary injunction to block the proposed merger. After reviewing options, the company determined it is no longer in its best interests to pursue the merger. "Kroger is moving forward from a position of strength. Our go-to-market strategy provides exceptional value and unique omnichannel experiences to our customers which powers our value creation model. We look forward to accelerating our flywheel to grow our alternative profit businesses and generate increased cash flows. The strength of our balance sheet and sustainability of our model allows us to pursue a variety of growth opportunities, including further investment in our store network through new stores and remodels, which will be an important part of our 8 – 11% TSR model over time," said Rodney McMullen , Kroger's Chairman and CEO. America's Grocer is Committed to Lowering Grocery Prices & Investing in Associates "Kroger has an extraordinary track record of investing in America," said McMullen. "We are at our best when we serve others – our customers, associates, and communities – and we take seriously our responsibility to provide great value by consistently lowering prices and offering more choices. When we do this, more customers shop with us and buy more groceries, which allows us to reinvest in even lower prices, a better shopping experience and higher wages. We know this model works because we've been doing it successfully for many years, and this is exactly what we will continue to do." Kroger's ongoing investments in America include: "I appreciate our associates who remained focused on taking care of our customers, communities and each other throughout the merger process," added McMullen. Share Repurchase Program Including Accelerated Share Repurchases Now that Kroger has terminated the merger agreement, the company is ready to deploy its capacity. With its strengthened balance sheet, Kroger will resume share repurchases after a more than two-year pause. Since announcing the merger, Kroger used its strong free cash flow and debt financing to build meaningful balance sheet capacity while maintaining its investment-grade rating. Kroger's Board of Directors approved a new share repurchase program authorizing the repurchase of up to $7.5 billion of common stock. The new repurchase authorization replaces Kroger's existing $1 billion authorization which was approved in September 2022 . Kroger intends to enter an accelerated share repurchase ("ASR") agreement for the repurchase of approximately $5 billion of common stock. "Our strong balance sheet and free cash flows position us to deliver on our commitment to grow the business and return capital to shareholders, maintaining capacity to invest in lower prices and higher associate wages," McMullen said. Kroger expects to continue to generate strong free cash flow and remains committed to its capital allocation priorities including maintaining its current investment grade debt rating, investing in the business to drive long-term sustainable net earnings growth, and returning excess free cash flow to shareholders via share repurchases and a growing dividend over time, subject to board approval. Looking forward, Kroger plans to host an Investor Day event in late spring of 2025 to share an update on its strategic priorities, future growth prospects and long-term financial outlook. Merger Debt Redemption In connection with the termination of the merger agreement, Kroger will begin the process of redeeming the $4.7 billion of its senior notes issued on August 27, 2024 , that include a special mandatory redemption provision in accordance with their terms. The notes will be redeemed at a redemption price equal to 101% of their principal amount, plus accrued and unpaid interest to, but excluding, the special mandatory redemption date. Termination of Exchange Offers In connection with the termination of the merger agreement, Kroger has also elected to terminate its previously announced offers to exchange (collectively, the "Exchange Offers") any and all outstanding notes (the "ACI Notes") issued by Albertsons Companies, Inc., New Albertsons, L.P., Safeway Inc., Albertson's LLC, Albertsons Safeway LLC and American Stores Company, LLC (collectively, the "ACI Issuing Entities"), for up to $7,441,608,000 aggregate principal amount of new notes to be issued by Kroger and cash. Kroger has also elected to terminate the related solicitation of consents (the "Consent Solicitation" and, together with the Exchange Offer, the "Exchange Offer and Consent Solicitation") on behalf of the ACI Issuing Entities to adopt certain proposed amendments to the indentures governing the ACI Notes (the "ACI Indentures"). As a result of the Exchange Offer being terminated, the total consideration, including any consent fee, will not be paid or become payable to holders of the ACI Notes who have validly tendered and not validly withdrawn their ACI Notes for exchange in the Exchange Offer, and the ACI Notes validly tendered and not validly withdrawn for exchange pursuant to the Exchange Offer will be promptly returned to the tendering holders. As a result of the Consent Solicitation being terminated, the proposed amendments to the ACI Indentures and the supplemental indentures previously entered into reflecting such proposed amendments will not become operative. About the Exchange Offers Global Bondholder Services Corporation served as exchange agent and information agent for the now terminated Exchange Offer and Consent Solicitation. You should direct questions and requests for assistance to Global Bondholder Services Corporation at (855) 654-2015 (toll-free) or (212) 430-3774 (banks and brokers), or by email at contact@gbsc-usa.com . About Kroger At The Kroger Co. (NYSE: KR), we are dedicated to our Purpose: to Feed the Human SpiritTM. We are, across our family of companies nearly 414,000 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. To learn more about us, visit our newsroom and investor relations site. Forward Looking Statements This press release contains certain statements that constitute "forward-looking statements" about Kroger's financial position and the future performance of the company. These statements are based on management's assumptions and beliefs in light of the information currently available to it. Such statements are indicated by words or phrases such as "achieve," "committed," "confidence," "continue," "deliver," "expect," "future," "guidance," "model," "outlook," "strategy," "target," "trends," "well-positioned," and variations of such words and similar phrases. Various uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. These include the specific risk factors identified in "Risk Factors" in our annual report on Form 10-K for our last fiscal year and any subsequent filings, as well as the following: Kroger's ability to achieve sales, earnings, incremental FIFO operating profit, and adjusted free cash flow goals may be affected by: the termination of the merger agreement and our proposed transaction with Albertsons and related divestiture plan; 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 Kroger; 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, along with changes in federal policy and at regulatory agencies; 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 our growth strategy and value creation model, including continued cost savings, growth of our alternative profit businesses, and our ability to better serve our customers and to generate customer loyalty and sustainable growth through our strategic pillars of fresh, our brands, personalization, and seamless; the successful integration of merged companies and new strategic collaborations; and the risks relating to or arising from our 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. Our ability to achieve these goals may also be affected by our ability to manage the factors identified above. Our ability to execute our financial strategy may be affected by our ability to generate cash flow. Kroger assumes no obligation to update the information contained herein unless required by applicable law. Please refer to Kroger's reports and filings with the Securities and Exchange Commission for a further discussion of these risks and uncertainties. View original content to download multimedia: https://www.prnewswire.com/news-releases/kroger-reiterates-its-commitment-to-lower-prices-and-initiates-new-7-5b-share-buyback-program-302329493.html SOURCE The Kroger Co.The New York Rangers are reportedly set to sign Igor Shesterkin to the largest goaltending contract in NHL history. The Rangers and Shesterkin have agreed to an eight-year, $92 million deal worth $11.5 million per year, according to Sportsnet's Elliotte Friedman . Shesterkin will be the first goaltender to earn more than $10.5 million per year. The reported extension eclipses the eight-year, $84 million deal Carey Price inked with the Montreal Canadiens in 2017. The news caps off a busy Friday for the Rangers, who reportedly traded captain Jacob Trouba to the Anaheim Ducks hours earlier. The Ducks took on the entirety of Trouba's $8 million cap hit for the next two seasons as part of the trade. The Rangers, who received defenseman Urho Vaakanainen and his $1.1 million cap hit in return, cleared almost $7 million in cap space with the trade. The additional room under the cap may have allowed the Rangers to up their offer from the eight-year, $88 million deal that Shesterkin reportedly rejected ahead of the 2024-25 season, according to ESPN's Kevin Weekes . Shesterkin, who will turn 29 later this month, is in his sixth season with the Rangers and his fourth as the franchise's starting netminder. Beginning with his 2021-22 Vezina Trophy campaign, Shesterkin has established himself as one of the best goaltenders in the NHL over the last three seasons. He has marked a .921 save percentage, 2.39 goals against average and 109-43-14 regular-season record over that span. Those numbers have dipped amid the Rangers' struggles to start the 2024-25 campaign. Shesterkin has so far recorded a 3.05 GAA and .908 save percentage while claiming just eight wins in 18 starts. His stats haven't been helped by the Rangers' defense, which ranks 31st in the NHL with 32.8 shots allowed through 24 games. Shesterkin's deal is a vote of confidence that he can return to Vezina caliber numbers and backstop the team to Stanley Cup contention while playing behind a stronger defense. The extension also means the Rangers have five players signed through the 2028-29 season with Mika Zibanejad, Vincent Trocheck, Alexis Lafrenière and Adam Fox joining Shesterkin as long-term locks in New York.NEW YORK , Dec. 27, 2024 /PRNewswire/ -- Why: Rosen Law Firm, a global investor rights law firm, reminds purchasers of common stock of Chipotle Mexican Grill, Inc. (NYSE: CMG) between February 8, 2024 and October 29, 2024 , both dates inclusive (the "Class Period") and those who purchased Chipotle call options or sold put options during the Class Period, of the important January 10, 2025 lead plaintiff deadline in the securities class action first filed by the Firm. So what: If you purchased Chipotle securities during the Class Period you may be entitled to compensation without payment of any out of pocket fees or costs through a contingency fee arrangement. What to do next: To join the Chipotle class action, go to https://rosenlegal.com/submit-form/?case_id=30587 or call Phillip Kim, Esq. toll-free at 866-767-3653 or email case@rosenlegal.com for information on the class action. A class action lawsuit has already been filed. If you wish to serve as lead plaintiff, you must move the Court no later than January 10, 2025 . A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation. Why Rosen Law: We encourage investors to select qualified counsel with a track record of success in leadership roles. Often, firms issuing notices do not have comparable experience, resources, or any meaningful peer recognition. Many of these firms do not actually litigate securities class actions, but are merely middlemen that refer clients or partner with law firms that actually litigate the cases. Be wise in selecting counsel. The Rosen Law Firm represents investors throughout the globe, concentrating its practice in securities class actions and shareholder derivative litigation. Rosen Law Firm achieved the largest ever securities class action settlement against a Chinese Company at the time. Rosen Law Firm was Ranked No. 1 by ISS Securities Class Action Services for number of securities class action settlements in 2017. The firm has been ranked in the top 4 each year since 2013 and has recovered hundreds of millions of dollars for investors. In 2019 alone the firm secured over $438 million for investors. In 2020, founding partner Laurence Rosen was named by law360 as a Titan of Plaintiffs' Bar. Many of the firm's attorneys have been recognized by Lawdragon and Super Lawyers. Details of the case: According to the lawsuit, defendants throughout the Class Period made materially false and/or misleading statements and/or failed to disclose that: (1) Chipotle's portion sizes were inconsistent and left many customers dissatisfied with the Company's offerings; (2) in order to address the issue and retain customer loyalty, Chipotle would have to ensure more generous portion sizes, which would increase cost of sales; and (3) as a result, defendants' statements about its business, operations, and prospects were materially false and misleading and/or lacked a reasonable basis at all times. When the true details entered the market, the lawsuit claims that investors suffered damages. To join the Chipotle class action, go to https://rosenlegal.com/submit-form/?case_id=30587 or call Phillip Kim, Esq. toll-free at 866-767-3653 or email case@rosenlegal.com for information on the class action. No Class Has Been Certified. Until a class is certified, you are not represented by counsel unless you retain one. You may select counsel of your choice. You may also remain an absent class member and do nothing at this point. An investor's ability to share in any potential future recovery is not dependent upon serving as lead plaintiff. Follow us for updates on LinkedIn: https://www.linkedin.com/company/the-rosen-law-firm or on Twitter: https://twitter.com/rosen_firm or on Facebook: https://www.facebook.com/rosenlawfirm . Attorney Advertising. Prior results do not guarantee a similar outcome. Contact Information: Laurence Rosen, Esq. Phillip Kim, Esq. The Rosen Law Firm, P.A. 275 Madison Avenue, 40 th Floor New York, NY 10016 Tel: (212) 686-1060 Toll Free: (866) 767-3653 Fax: (212) 202-3827 case@rosenlegal.com www.rosenlegal.com View original content to download multimedia: https://www.prnewswire.com/news-releases/cmg-deadline-alert-cmg-investors-with-losses-in-excess-of-100k-have-opportunity-to-lead-chipotle-mexican-grill-inc-securities-fraud-lawsuit-filed-by-the-rosen-law-firm-302339657.html SOURCE THE ROSEN LAW FIRM, P. A.
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