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SUBSEQUENT EVENTS | 9 Months Ended
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Nov. 09, 2024
SUBSEQUENT EVENTS |
SUBSEQUENT EVENTS | 11.SUBSEQUENT EVENTS ​ On December 10, 2024, the court in the FTC Federal Litigation issued a preliminary injunction enjoining the consummation of the merger with Albertsons. On December 10, 2024, in the Washington case, the King County Superior Court for the State of Washington issued a permanent injunction enjoining the consummation of the merger. ​ On December 10, 2024, Albertsons sued the Company in the Delaware Court of Chancery for alleged breaches of the Merger Agreement and the implied covenant of good faith and fair dealing. Albertsons seeks payment of a $600 termination fee that Albertsons alleges it is owed under the Merger Agreement, as well as additional damages in unspecified amounts, including expenses paid by Albertsons in connection with the Merger and the lost premium Albertsons alleges is owed to its shareholders, as well as other relief. No schedule has been set, and the Company’s time to respond to the complaint has not yet run. The Company denies the allegations and intends to vigorously defend itself in the litigation. ​ On December 11, 2024, the Company delivered the Termination Notice to Albertsons, terminating the Merger Agreement. The Termination Notice further notified Albertsons that a prior termination letter sent by Albertsons to the Company, dated December 10, 2024, is not an effective termination. In connection with the Termination Notice, the Company notified Albertsons that the Company has no obligation to pay the Parent Termination Fee (as defined in the Merger Agreement) because Albertsons has failed to perform and comply in all material respects with its covenants under the Merger Agreement. Following the termination of the merger with Albertsons, the Company terminated the amended and restated purchase agreement with C&S. ​ On December 11, 2024, the Company terminated the Exchange Offers and Consent Solicitations. On December 12, 2024, the Company sent a notice to the trustee in respect of the SMR Notes, setting a redemption date of December 18, 2024 to redeem the SMR Notes at a redemption price equal to 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the redemption date. ​ On September 9, 2022, the Company’s Board of Directors had approved a $1,000 share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “September 2022 Repurchase Program”). On December 11, 2024, the Company announced that its Board of Directors terminated the September 2022 Repurchase Program and authorized a new share repurchase program in an aggregate amount of $7,500, of which $5,000 is expected to be repurchased by means of an accelerated share repurchase program. The remaining amounts under the program may be repurchased by means of open market transactions, privately negotiated transactions, accelerated share repurchase programs or other derivative transactions, or any combination of 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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