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SUBSEQUENT EVENTS | 3 Months Ended
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Aug. 17, 2024
SUBSEQUENT EVENTS |
SUBSEQUENT EVENTS | 11.SUBSEQUENT EVENTS On August 20, 2024, the Company issued $1,000 of its 4.70% Senior Notes due 2026 (the “2026 notes”); $1,000 of its 4.60% Senior Notes due 2027 (the “2027 notes”); $1,400 of its 4.65% Senior Notes due 2029 (the “2029 notes”); $1,300 of its 4.90% Senior Notes due 2031 (the “2031 notes”); $2,200 of its 5.00% Senior Notes due 2034 (the “2034 notes”); $2,100 of its 5.50% Senior Notes due 2054 (the “2054 notes”); and $1,500 of its 5.65% Senior Notes due 2064 (the “2064 notes”). The Company expects to use the net proceeds of the issuances to pay a portion of the cash consideration for its proposed merger with Albertsons. The 2026 notes, 2027 notes, 2029 notes and the 2031 notes are subject to a special mandatory redemption (at a price equal to 101% of the aggregate principal amount of such series of notes plus accrued and unpaid interest to, but excluding, the date of the special mandatory redemption) under certain circumstances if the proposed merger is terminated or does not close by an agreed upon date. If the proposed merger with Albertsons is not completed, the Company expects to use the net proceeds of the 2034 notes, the 2054 notes and the 2064 notes for general corporate purposes. Due to the senior notes issuances, the Company terminated the commitment letter for the bridge term loan facility. In connection with the senior notes issuances, the Company terminated treasury lock agreements with an aggregate notional amount of $5,350. Since these treasury locks were classified as cash flow hedges, the unamortized loss of $56, $43 net of tax, has been deferred in accumulated other comprehensive loss and will continue to amortize to earnings as the interest payments are made. On August 15, 2024, the Company commenced an exchange offer for any and all outstanding notes (the “ACI Notes”) issued by Albertsons and certain of its subsidiaries for up to approximately $7,442 aggregate principal amount of new senior notes to be issued by the Company and cash. In conjunction with the exchange offers (the “Exchange Offers”), the Company concurrently solicited consents (collectively, the “Consent Solicitations”) to adopt certain proposed amendments (the “Proposed Amendments”) to each of the indentures (each an “ACI Indenture” and, collectively, the “ACI Indentures”) governing the ACI Notes. On August 29, 2024, the Company announced that it has received the requisite number of consents to adopt the Proposed Amendments with respect to certain series of ACI Notes (the “Consented Series”) based on the early tenders in the Exchange Offers and Consent Solicitations. The applicable parties to the applicable ACI Indentures executed supplemental indentures to the applicable ACI Indentures implementing the Proposed Amendments with respect to the Consented Series, which will not become operative until the settlement of the Exchange Offers. The Company has announced that it has extended the expiration date of the Exchange Offers with respect to all series of ACI Notes, and that it has extended the expiration date of the Consent Solicitations with respect to the series of ACI Notes that had not yet received requisite consents, in each case to September 27, 2024. The Company may further extend the expiration date in its discretion. On September 13, 2024, the Company entered into a $5,000 unsecured revolving credit facility (the “Credit Agreement”), with a termination date of September 13, 2029, unless extended as permitted under the Credit Agreement. This Credit Agreement amended the Company’s $2,750 credit facility that would otherwise have terminated on July 6, 2026. Under the Credit Agreement, the aggregate amount of initial commitments under the revolving credit facility is $2,750, which will be increased by $2,250 to $5,000 upon the closing date of the proposed merger with Albertsons. The Company also made conforming changes to its existing term loan credit agreement in connection with the foregoing.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483399/855-10-50-2 + Details
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