Albertsons Companies (ACI) said Tuesday that the U.S. District Court for the District of Columbia has denied the request by the California, Illinois and District of Columbia Attorneys General for a temporary restraining order against the company's $6.85 per share Special Dividend, originally scheduled to be paid on November 7, 2022.
Albertsons noted that it continues to seek to overturn the existing temporary restraining order granted by the Washington State Court on November 3, which was based on the incorrect assertion that payment of the Special Dividend would impair the Company's ability to compete while its proposed merger with The Kroger Co. is under antitrust review. The order, which restrains the Company from paying the Special Dividend, remains in effect until November 10, 2022, unless within that time, an order is entered extending or dismissing the temporary restraining order.
Albertsons said that, after payment of the Special Dividend, it will have about $3.0 billion of liquidity, including about $500 million in cash and approximately $2.5 billion available under its already existing asset-based lending facility, and expects to continue to generate strong revenues and positive free cash flow, further increasing liquidity.
Last month, Kroger (KR) agreed to acquire all of the outstanding shares of Albertsons Companies Inc. common and preferred stock for an estimated total consideration of $34.10 per share, implying a total enterprise value of approximately $24.6 billion, including the assumption of approximately $4.7 billion of Albertsons Cos. net debt.
Albertsons would pay a special cash dividend of up to $4 billion to its shareholders. The company noted that the cash component of the $34.10 per share consideration will be reduced by the per share amount of the special cash dividend, which is expected to be approximately $6.85 per share.
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