THE KROGER CO. (NYSE:KR) Files An 8-K Other Events
Item8.01 Other Events.
On December14, 2016, The Kroger Co. filed Registration Statement
No.333-215085 on FormS-3 with the Securities and Exchange
Commission to Rule415 registering an indeterminate amount of
securities (the Registration Statement). to a Prospectus
Supplement dated January17, 2017, The Kroger Co. is issuing
$1,000,000,000 of debt securities denominated 4.450% Senior Notes
due 2047 (the Notes).
Filed as Exhibit1.1 to the Registration Statement was a form of
Underwriting Agreement for the issuance of debt securities. In
connection with the issuance of the Notes, the Registrant has
executed an Underwriting Agreement and a Pricing Agreement each
dated as of January17, 2017, among The Kroger Co., Merrill Lynch,
Pierce, Fenner Smith Incorporated, RBC Capital Markets, LLC, U.S.
Bancorp Investments,Inc., Citigroup Global Markets Inc., Mizuho
Securities USA Inc., MUFG Securities Americas Inc., BBT Capital
Markets, a division of BBT Securities, LLC, BNY Mellon Capital
Markets, LLC, Fifth Third Securities,Inc., Goldman, Sachs Co.,
PNC Capital Markets LLC, Santander Investment Securities Inc.,
Wells Fargo Securities, LLC and Drexel Hamilton, LLC. The
Underwriting Agreement is attached hereto as Exhibit1.1 and the
Pricing Agreement is attached hereto as Exhibit1.1.1.
The form of Indenture for the Notes was filed as Exhibit4.1 to
the Registration Statement.
The Forty-First Supplemental Indenture, relating to the 4.450%
Senior Notes due 2047, dated as of January24, 2017, between The
Kroger Co. and U.S. Bank National Association (formerly known as
Firstar Bank, National Association), as Trustee, supplements the
Indenture dated as of June25, 1999, between The Kroger Co. and
Firstar Bank, National Association, as Trustee. The Forty-First
Supplemental Indenture is attached hereto as Exhibit4.3.
An opinion of Christine S. Wheatley,Esq., including her consent,
is attached hereto as Exhibit5.1. An opinion of Freshfields
Bruckhaus Deringer US LLP, including its consent, is attached
hereto as Exhibit5.2.
The Kroger Co. expects to use the net proceeds of this offering
to reduce outstanding commercial paper balances and for general
corporate purposes.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
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ExhibitNo. |
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Description |
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1.1 |
Underwriting Agreement, dated as of January17, 2017, among |
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1.1.1 |
Pricing Agreement, dated as of January17, 2017, among The |
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4.3 |
Forty-First Supplemental Indenture, relating to the 4.450% |
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5.1 |
Opinion of Christine S. Wheatley,Esq. |
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5.2 |
Opinion of Freshfields Bruckhaus Deringer US LLP. |
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23.1 |
Consent of Christine S. Wheatley,Esq., which is contained |
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23.2 |
Consent of Freshfields Bruckhaus Deringer US LLP, which is |
About THE KROGER CO. (NYSE:KR)
The Kroger Co. (Kroger) operates retail food and drug stores, multi-department stores, jewelry stores and convenience stores across the United States. The Company also manufactures and processes food for sale in its supermarkets. It operates through retail operations segment. The Company operates, either directly or through its subsidiaries, approximately 2,778 retail food stores under a range of local banner names, approximately 1,387 of which have fuel centers. The Company’s supermarkets are operated under combination food and drug stores (combo stores), multi-department stores, marketplace stores or price impact warehouses. The Company’s corporate brand products are primarily produced and sold in approximately three tiers. Private Selection is the brand designed to beat the gourmet or upscale brands. The banner brand includes Kroger, Ralphs, Fred Meyer and King Soopers. The Company’s other brands also include Simple Truth and Simple Truth Organic. THE KROGER CO. (NYSE:KR) Recent Trading Information
THE KROGER CO. (NYSE:KR) closed its last trading session up +0.10 at 33.49 with 6,923,665 shares trading hands.
